Club Pilates - 2018-04-13 - FDD - Xponential Fitness

COMMERCE
rm DEPARTMENT
June 1, 2018
LANE FISHER, ESQ.

FISHER ZUCKER, LLC
21 SOUTH 21ST STREET
PHILADELPHIA, PA 19103 -
Re: F-7774
CLUB PILATES FRANCHISE, LLC
CLUB PILATES F/A
Dear: LANE FISHER, ESQ.
The Annual Report has been reviewed and is in compliance with Minnesota Statute Chapter
§80C and Minnesota Rules Chapter 2860.
This means that there continues to be an effective registration statement on file and that the
franchisor may offer and sell the above-referenced franchise in Minnesota.
The franchisor is not required to escrow franchise fees, post a Franchise Surety Bond or
defer receipt of franchise fees during this registration period.
As a reminder, the next annual report is due within 120 days after the franchisor's fiscal year
end, which is December 31, 2018.
Sincerely,
JESSICA LOOMAN
Commissioner
By:
Carolyn Thompson
Commerce Analyst
Registration Division
JL:CT:CT
85 7th Place East - Suite 280 - Saint Paul, MN 55101 | P: 651-539-1500 | F: 651-539-1547
mn.gov/commerce
An equal opportunity employer
F-7774
STATE OF MINNESOTA
DEPARTMENT OF COMMERCE
REGISTRATION DIVISION
(651) 539-1627
IN THE MATTER OF THE REGISTRATION OF:

CLUB PILATES F/A
By CLUB PILATES FRANCHISE, LLC
ORDER AMENDING
REGISTRATION
WHEREAS, an a p p l i c a t i o n t o amend t h e r e g i s t r a t i o n and

amendment f e e have been f i l e d ,
IT IS HEREBY ORDERED t h a t t h e r e g i s t r a t i o n dated
October 8, 2015, i s amended as o f t h e date s e t f o r t h below
cy***-^ e^yvv^rt
JESSICA LOOMAN
Commissioner
Department o f Commerce
85 7 t h Place East, S u i t e 280
St Paul, MN 55101
Date: June 1, 2018
H
UNIFORM FRANCHISE REGISTRATION APPLICATION
File No. 7774

(Insert file number of immediately
preceding filing of Applicant)
State of Minnesota
State: State of Minnesota Fee: $200 Dept of Commen
APPLICATION FOR (Check only one):
INITIAL REGISTRATION OF AN OFFER AND SALE OF FRANCHISES

cy
X RENEWAL APPLICATION OR ANNUAL REPORT g M .2^"
PRE-EFFECTIVE AMENDMENT
POST-EFFECTIVE MATERIAL AMENDMENT
1. Full legal name of Franchisor: Club Pilates Franchise, LLC
2. Name of the franchise offering: Club Pilates
3. Franchisor's principal business address:
3185 Pullman Street

Costa Mesa, CA 92626
4. Name and address of Franchisor's agent in this State authorized to receive service
of process:
Minnesota Department of Commerce

85 7* Place East, Suite 500
St. Paul, MN 55101-2198
5. The states in which this application is or will be shortly on file:
California, Florida, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota,

Nebraska, New York, North Dakota, Rhode Island, South Dakota, Texas, Utah,
Virginia, Washington, and Wisconsin.
Form A (cont'd) - Uniform Franchise Registration Application Page 2
6. Name, address, telephone and facsimile numbers, and e-mail address of person to
whom communications regarding this application should be directed:
Lane Fisher, Esq.

Fisher Zucker, LLC
st
21 South 21 Street
Philadelphia, PA 19103
Telephone: (215)825-3100
Facsimile No: (215) 825-3101
Email: lfisher(%fisherzucker.com; bgraefe(a)fisherzueker.com
We respectfully request that all correspondence be submitted via mail and email.
Certification
I certify and swear under penalty of law that I have read and know the contents of this application,
including the Franchise Disclosure Document with an issuance date of nf>Y\ \ 13/ 7ô\o
attached as an exhibit, and that all material facts stated in all those documents are accurate and
those documents do not contain any material omissions. I further certify that I am duly authorized
to make this certification on behalf of the Franchisor and that I do so upon my personal knowledge.
K
Signed at 17X^(1, , ftp \ ' ^ , 20_L£
Franchisor:
CLUB PILATES FRANCHISE. LLC
Name: Shaun Grove
Title: President
FisherZucker
N
BUSINESS LAWYERS
April 18,2018
Via UPS
Mr. Daniel Sexton
Minnesota Department of Commerce
85 7* PI E, Suite 500
St. Paul, MN 55101-2198
/ /
Lanefisher* /
/
Re: Club Pilates Franchise, LLC: File No. 7774
Jeffrey Zucker*
/ Dear Mr. Sexton:
F.Joseph Dunn*
Please find enclosed a franchise registration renewal application filed on behalf of
David ]. Alls man* the above-captioned company, which includes the following documents:
William Graefe.m*
+
1. Check in the amount of $200.00;
FrankA.Reino
Priya Vimalassery* 2. Uniform Franchise Registration Application;

ChazMaul* ' Franchisor's Costs and Source of Funds;
3.
Eli Bensignor*\
4. Uniform Franchise Consent to Service of Process;
Minerva Pinto* ^
\ *memberPAandNJbars
\ +member PA. N] and WI bars 5. Certification Page;
6. Consent of Accountant;
7. Franchise Seller Disclosure Form(s);
8. Two (2) hard copies of the amended Franchise Disclosure Document (one
clean and one red-lined against the Company's previously registered
disclosure document) for use in the State of Minnesota; and
9. One CD-ROM containing the complete franchise renewal application,

including two (2) copies of the amended Franchise Disclosure Document
(one clean and one redrlined) in .pdf format. The Company represents and
warrants that the information contained on this CD-ROM is identical to the
hard copies enclosed herewith.
Please be advised that franchisor's fiscal year end is December 31. Please be advised
that no advertising materials are being submitted at this time. Please call me if you have any
questions regarding this application. I look forward to receiving notification of your
acceptance.
Very truly yours,

21S. 21st Street FISHER ZUCKER LLC
P: 215.825.3100
F: 215.825.3101
811 Church Road

Suite 105
Cherry Hill, NJ 08002
www.fisherzucker.com
P: 856.665.5253
F: 856.488.2108 A limited liability company formed in the Commonwealth of Pennsylvania
FisherZucker
BUSINESS LAWYERS
State ot Minnesota
May 18, 2018 Dept of C o m m e r c e
Via UPS MAY 2 3 2018

Ms. Carolyn Thompson
Minnesota Department of Commerce Rec'd $ / dO
th
85 7 PI E, Suite 500
7 St. Paul, MN 55101-2198
e j
T*" / Re: Club Pilates Franchise, LLC: File No. 7774
Jeffrey Zuckerf
/' / Dear Ms. Thompson:
/ F.Joseph Dunn*
David]. Allsman* Per our email correspondence on May 9, 2018, enclosed please find a check in the
amount of $100.00 to cover the additional amendment fee.
William Graefe,m*
Frank A. Reino +
Please call me if you have any questions regarding this application. I look forward to
\ receiving notification of your acceptance.
Priya Vimalassery*
\ Very truly yours,
ChazMaul* \
FISHER ZUCKER LLC
Minerva
Eli Bensignor*\
Pinto*
\
\
•member PA and N] bars \
+member PA, N] and WI bars
21S. 21st Street

Philadelphia. PA 19103
P: 215.825.3100
F: 215.825.3101
811 Church Road

Suite 105
Cherry Hill, Nj 08002
www.fisherzucker.com
P: 856.665.5253
F: 856.488.2108 A limited liability company formed in the Commonwealth of Pennsylvania
FRANCHISOR'S COSTS AND SOURCE OF FUNDS
1. Disclose the Franchisor's total costs for performing its pre-opening obligations to provide
goods or services in connection with establishing each franchised business, including real
estate, improvements, equipment, inventory, training and other items stated in the offering:
Category Costs
Real Estate
Improvements
Equipment
Inventory '
Training $1.000
Other (describe)
Buxton Mapping Software $500
Total: $1.500
2. State separately the sources of all required funds: The source of these funds is the operating cash
flow and working capital of the corporation.
CERTIFICATION PAGE
I certify under penalty of law that I have read this application and the exhibits attached hereto and
incorporated herein by reference, and know the contents thereof and that the statements therein are true
and correct.
t h t
Executed o n f ^ 9 n \ \ \ . 201&
CLUB PILATES FRA
STA
COUNTY OF
Personally appeared beTteome this day of , 20 , the above-named, Shaun

Grove, to me known to be the persofM^ho executed the foregoing application (as President the above-
named applicant) and being first duly swbq^ stated upon oath that said application, and all exhibits
submitted herewith, are true and correct.
(Notary's Seal)
Notary
State of California. County of vmjs&k ieonthr8_^/_day

Subscribed and sworn to (or affirmed) before me
dw^&izsmse*--
Signature.
1
proved to me on the tosis of satis
penori(B) who aooeared before -
(seal)
JUDI LOWENTHAL'J*
COMMJ 2095215 ^
NOTARY PUBLICCALIFORNIA UJ
COUNTY OF ORANGE "
Mr COMM. EIP. JAN. 25.2019 f
UNIFORM FRANCHISE CONSENT TO SERVICE OF PROCESS
Club Pilates Franchise, LLC, a limited liability company organized under the laws of the State of
Delaware (the "Franchisor"), irrevocably appoints the officers of the States designated below and
their successors in those offices, its attorney in those States for service of notice, process or pleading
in an action or proceeding against it arising out ofor in connection with the sale of franchises, or a
violation of the franchise laws of that State, and consents that an action or proceeding against it
may be commenced in a court of competent jurisdiction and proper venue within that State by
service of process upon this officer with the same effect as if the undersigned was organized or
created under the laws of that State and had lawfully been served with process in that State. We
have checked below each state in which this application is or will be shortly on file, and provided a
duplicate original bearing an original signature to each state.
X California: Commissioner of the _ Rhode Island: Director,

Department of
Department of Business Oversight Business Regulation
X Hawaii: Commissioner of Securities _ South Dakota: Director of the
Division of Securities
X Illinois: Attorney General
_ Virginia: Clerk, Virginia State
X Indiana: Secretary of State Corporation Commission
X Maryland: Securities Commissioner X _ Washington: Director of Financial
Minnesota: Commissioner of Institutions
Commerce
^Wisconsin: Administrator, Division
_ New York: Secretary of State of Securities, Department of
Financial Institutions
North Dakota: Securities
Commissioner
Please mail or send a copy of any notice, process or pleading served under this consent to:
Lane Fisher, Esq.

Fisher Zucker, LLC
st
21 South 21 Street
Dated: A ^ Y l L Wfy ,20jj&
Notary: J^**' / A ^ ^ Franchisor:

Residing in/ dtfodtg County,
Commission Expires; / f a f f / t f CLUB
. JUDI L0WENTHAL J*
Notarial Seal: g\ COMM. # 2095215 ^
NOTARY PUBLIC-CALIFORNIA U'
COUNTY OF ORANGE
MY CBHH. Exp, JAH. 26, 3019 |
President
- / A - V M OSSADA MS
Acknowledgement of Independent Auditors
We agree to the inclusion in the Franchise Disclosure Document issued by Club Pilates Franchise, LLC
on April 13, 2018 ofour report dated March 1, 2018, relating to the consolidated balance sheet of Club
Pilates Franchise, LLC as of December 31,2017 andforthe related consolidated statements of
operations, member's equity and cash flows for the period from May 2, 2017 to December 31, 2017
(Successor Period), and the related notes to the consolidated financial statements.
"7^%
Irvine, California
April 16, 2018
, t-
FRANCHISE DISCLOSURE DOCUMENT
Club Pilates Franchise, LLC,

a Delaware limited liability company
B
3185 Pullman Street
(949) 346-9794
& sales(5>clubpilates.com
C L U B PILATES www.clubpilates.com
Club Pilates Franchise, LLC ("we," "us," or "our") offers for sale a franchise to establish and operate
a fitness studio that provides Pilates and other exercise classes under the "CLUB PILATES" marks ("CLUB
PILATES Studio" or "Studio").
The total estimated investment necessary to begin operations of a CLUB PILATES Studio franchise
ranges from $ m ^ 2 2 0 , 2 9 5 to $-249^5310,745. This amount includes $14M@5158,695 to
$156,295174,745 that must be paid to the franchisor or its affiliate prior to opening.
The total investment necessary to operate multiple CLUB PILATES Studios under our form of area
development agreement depends on the number of franchises we grant you the right to open. The total
investment necessary to enter into a development agreement for the right to develop three (3) CLUB PILATES
Studios is $256,O95-t0-$324295,795 to $386,245 which includes (a) $23^495234,195 to $231,795250,245
that is paid to us or our affiliates prior to opening your initial Studio under the development agreement, and
(b) the rest of your total estimated initial investment to begin operation of your initial CLUB PILATES Studio.
This Disclosure Document summarizes certain provisions of your Franchise Agreement and other
information in plain English. Read the disclosure document and all accompanying agreements carefully. You
must receive this disclosure document at least 14 calendar days before you sign a binding agreement with,
or make any payments to the Franchisor or an affiliate in connection with the proposed franchise sale. Note,
however, that no government agency has verified the information contained in this document.
You may wish to receive your Disclosure Document in another format that is more convenient for you. To
discuss the availability of disclosures in different formats, contact Shaun Grove at Club Pilates Franchise, LLC,
3185 Pullman Street, Costa Mesa, CA 92626, and at (949) 346-9794.
The terms of your contract will govern your franchise relationship. Don't rely on the disclosure
document alone to understand your contract. Read all of your contract carefully. Show your contract and this
disclosure document to an advisor, like a lawyer or accountant.
Buying a franchise is a complex investment. The information in this disclosure document can help you
make up your mind. Information about comparisons of franchisors is available. More information on
franchising, such as "A Consumer's Guide to Buying a Franchise," which can help you understand how to use
this Disclosure Document, is available from the Federal Trade Commission. You can contact the FTC at 1-877-
FTC-HELP or by writing to the FTC at 600 Pennsylvania Avenue, NW, Washington, DC 20580. You can also visit
the FTC's home page at www.ftc.gov for additional information. There may also be laws on franchising in your
state. Call your state agency listed on Exhibit B or visit your public library for other sources of information on
franchising.
Club Pilates Franchise, LLC

^9t72018 Franchise Disclosure Document
THE ISSUANCE DATE OF THIS DISCLOSURE DOCUMENT IS: APRIL 27, 2017, AS AMENDED MAY 3, 201713,
2018.
© 3 0 ^ 2 0 1 8 Club Pilates Franchise, LLC

20132018 Franchise Disclosure Document
STATE COVER PAGE
Your state may have a franchise law that requires a franchisor to register or file with a state franchise
administrator before offering or selling in your state. REGISTRATION OF THIS FRANCHISE WITH A STATE
DOES NOT MEAN THAT THE STATE RECOMMENDS IT OR HAS VERIFIED THE INFORMATION IN THIS
DISCLOSURE DOCUMENT.
Call the state franchise administrator listed on Exhibit B for information about the franchisor, or
about franchising in your state. If you learn that anything in this disclosure document is untrue, contact the
Federal Trade Commission and the state administrators listed on Exhibit B.
MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTER THE
INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENT TERMS AND
CONDITIONS IN ORDER TO CONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOU BUY, CONSIDER WHAT
RIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT
IN ORDER TO RENEW.
Please consider the following RISK FACTORS before you buy this franchise:
1. THE FRANCHISE AGREEMENT AND DEVELOPMENT AGREEMENT CONTAIN A MANDATORY

BINDING ARBITRATION CLAUSE GOVERNING NEARLY ALL DISPUTES BETWEEN YOU AND US. THE
BINDING ARBITRATION (AND ANY LITIGATION) AND ANY ARBITRATION APPEAL WILLTAKE PLACE
IN THE COUNTY IN WHICH OUR THEN-CURRENT HEADQUARTERS IS LOCATED, CURRENTLY,
COSTA MESA, CALIFORNIA, AND THAT MAY COST YOU MORE (AND BE LESS CONVENIENT) THAN
IF THOSE PROCEEDINGS TOOK PLACE NEAR YOUR RESIDENCE OR BUSINESS. COSTS OF THE
ARBITRATION AND ANY ARBITRATION APPEAL MAY BE GREATER THAN IN LITIGATION. YOU AND
WE WILL GENERALLY BEAR EACH OF OUR OWN COSTS IN ANY DISPUTE, BUT THE ARBITRATOR
CAN ASSESS COSTS (BUT NOT ATTORNEY'S FEES) AGAINST A LOSING PARTY.
2. THE FRANCHISE AGREEMENT AND DEVELOPMENT AGREEMENT PROVIDE THAT THE LAWS OF
THE STATE OF CALIFORNIA GOVERN THE AGREEMENTS (OTHER THAN WITH RESPECT TO THE
INTERPRETATION AND ENFORCEMENT OF YOUR NON-COMPETE PROVISIONS. WHICH WILL BE
GOVERNED BY THE LAW WHERE YOUR FRANCHISED BUSINESS IS LOCATED), AND THAT LAW MAY
NOT PROVIDE YOU WITH THE SAME RIGHTS AND PROTECTIONS AS YOUR LOCAL LAW. YOU MAY
WANT TO CONSULT AN ATTORNEY REGARDING COMPARISON OF THESE LAWS.
3. IF YOU ARE AN INDIVIDUAL, YOUR SPOUSE MUST SIGN A PERSONAL GUARANTY. IF THE
FRANCHISEE IS A BUSINESS ENTITY, EACH OF THE ENTITY'S OWNERS, PARTNERS, MEMBERS,
OFFICERS, DIRECTORS, TRUSTEES AND BENEFICIARIES (AS APPLICABLE), AS WELL AS THEIR
RESPECTIVE SPOUSES, MUST SIGN A PERSONAL GUARANTY. THOSE WHO SIGN A PERSONAL
GUARANTY WILL BE JOINTLY AND SEVERALLY LIABLE FOR ALL DEBTS AND OBLIGATIONS OF THE
FRANCHISEE WHETHER OR NOT THEY ARE INVOLVED IN THE OPERATION OF THE FRANCHISE
BUSINESS. THESE INDIVIDUALS WILL ALSO HAVE THEIR PERSONAL ASSETS AT RISK.
1. THE FRANCHISOR ENTITY HAS A LIMITED OPERATING HISTORY (OPERATING SINCE MARCH 12,
-3-015) AND ITS FINANCIAL RESOURCES MIGHT NOT BE ADEQUATE TO FUND THE FRANCWSGBS
ftRE-OPENING OBLIGATIONS TO EACH FRANCHISEE AND PAY OPERATING EXPENSES.

-5T4JF YOUR FRANCHISED BUSINESS FAILS TO ACHIEVE AND MAINTAIN AVERAGE MONTHLY GROSS
ST
REVENUES OF (I) $30,000 BY THE 1 YEAR ANNIVERSARY OF THE OPENING OF THE STUDIO, OR
N D
(II) $40,000 BY THE END OF THE 2 YEAR ANNIVERSARY AND EACH SUCCEEDING YEAR, THEN WE
MAY INSTITUTE A CORRECTIVE TRAINING PROGRAM AND/OR REQUIRE FRANCHISEE TO
PERFORM ADDITIONAL LOCAL MARKETING. IF YOUR FRANCHISED BUSINESS FAILS TO MEET THE
MONTHLY MINIMUM GROSS REVENUE FIGURES ABOVE FOR 36 CONSECUTIVE MONTHS AT ANY
TIME DURING THE TERM OF THE FRANCHISE AGREEMENT, WE MAY INSTITUTE A MANDATORY
CORRECTIVE TRAINING PROGRAM OR TERMINATE THE FRANCHISE AGREEMENT UPON NOTICE
TO YOU.
6r5JHERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.
We use the services of one or more FRANCHISE BROKERS or referral sources to assist us in selling our franchise.
A franchise broker or referral source represents us, not you. We pay this person a fee for selling our franchise
or referring you to us. You should make sure to do your own investigation ofthe franchise.
Effective Date: See the next page for state effective dates.
©20132018 Club Pilates Franchise, LLC

3Q-1-72018 Franchise Disclosure Document
STATE EFFECTIVE DATES
The following states require that the Franchise Disclosure DecumentsDocument, or other ore-sale filing,
be registered and/or filed with the state or be exempt from registration: California, Florida, Hawaii,
Kentucky, Illinois, Indiana, Maryland, Michigan, Minnesota, Nebraska, New York, North Dakota, Rhode
Island, South Dakota, Texas, Utah, Virginia, Washington and Wisconsin.
This Franchise Disclosure Document is registered, on file or exempt from registration in the following
states having franchise registration and disclosure laws, with the following effective dates:
STATE EFFECTIVE DATE
CALIFORNIA May 5, 2017Pending Registration
FLORIDA Effective
HAWAII 'ending Registration
ILLINOIS May 5, 2017Pending Registration
INDIANA EffoctivoPending Registration
KENTUCKY Effective
MARYLAND July 12, 2017Pending Registration
MICHIGAN Effective
MINNESOTA May 31, 2017Pending Registration
NEBRASKA Effective
NEW YORK May 24, 2017Pending Registration
NORTH DAKOTA May 18, 2017Pending Registration
RHODE ISLAND Pending Registration
SOUTH DAKOTA April 28, 2017Pendinfi Registration
TEXAS Effective
UTAH Effective
VIRGINIA MayS, 2017Pending Registration
WASHINGTON July 3, 2017Pending Registration
WISCONSIN EffectivePending Registration
© 3 0 i ? 2 0 1 8 Club Pilates Franchise, LLC

30&72O18 Franchise Disclosure Document
TABLE OF CONTENTS
PAGE
ITEM 1 THE FRANCHISOR, ANY PARENTS, PREDECESSORS AND AFFILIATES 1
ITEM 2 BUSINESS EXPERIENCE 5
ITEM 3 LITIGATION 8
ITEM 4 BANKRUPTCY 8
ITEM 5 INITIAL FEES 8
ITEM 6 OTHER FEES 9
ITEM 7 ESTIMATED INITIAL INVESTMENT 15
ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 21
ITEM 9 FRANCHISEE'S OBLIGATIONS 24
ITEM 10 FINANCING... 26
ITEM 11 FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING 26
ITEM 12 TERRITORY 39
ITEM 13 TRADEMARKS 43
ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION 46
ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS 47
ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL 47
ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION .....48
ITEM 18 PUBLIC FIGURES 59
ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS 59
ITEM 20 OUTLETS AND FRANCHISEE INFORMATION 68
ITEM 21 FINANCIAL STATEMENTS 76
ITEM 22 CONTRACTS 76
ITEM 23 RECEIPTS 76
Exhibits
A FRANCHISE AGREEMENT AND EXHIBITS

B. LIST OF STATE AGENTS FOR SERVICE OF PROCESS AND STATE ADMINISTRATORS
C FINANCIAL STATEMENTS
D. STATEMENT OF PROSPECTIVE FRANCHISEE
E. TABLE OF CONTENTS OF MANUAL
F. FORM OF GENERAL RELEASE
G. STATE SPECIFIC ADDENDA
H. LIST OF CURRENT FRANCHISEES AND, IF APPROPRIATE, THEIR OUTLETS
I. LIST OF FRANCHISEE WHO CEASED TO DO BUSINESS UNDERFRANCHISEES THAT LEFT SYSTEM IN THE
FRANCHISE AGREEMENTPAST YEAR
J. DEVELOPMENT AGREEMENT
K. RECEIPTS
CLUB PILATES FDD 2017©2018Club Pilates Franchise. LLC

O30W2O18 Club Pilates Franchise, LLC
•20172018 Franchise Disclosure Document
ITEM 1 THE FRANCHISOR, ANY PARENTS, PREDECESSORS AND AFFILIATES
To simplify the language, this disclosure document uses "we," "us," "our," "Franchisor" or "Club Pilates"
to mean Club Pilates Franchise, LLC, the franchisor. "You" means the person, corporation, partnership or other
entity that buys the franchise. Terms not defined in this Disclosure Document (including various capitalized
terms) are defined in the Franchise Agreement attached as Exhibit A to this Disclosure Document (the "Franchise
Agreement").
Franchisor
We do business under the name Club Pilates Franchise, LLC, or in some cases, simply as "Club Pilates."
We do not do business under any other name. Our principal business address is 3185 Pullman Street, Costa
Mesa, CA 92626, and our business phone number is (949) 346-9794. We are a Delaware limited liability company
formed on March 12, 2015. In or around June 2018, we expect and intend to move our corporate offices to
17877 Von Karman Ave. Suite 100 & 150, Irvine, CA 92614.
Except as provided in this Item, we do not offer franchises in any other line of business and we are not
otherwise involved in any substantive business activity.
Transactions, Related Entities and Other Information
On March 12, 2015, we completed a transaction under which we acquired all rights, title and interest in
and to the CLUB PILATES franchise system and marks from our predecessor. Club Pilates Global, LLC ("CP
Global"). Please see additional disclosures regarding CP Global below. As part of that same transaction, we also
obtained the ownership rights to five (5) CLUB PILATES Studios that were open and operating in and around San
Diego, California from our affiliate Club Pilates, LLC ("CP"). CP Global and CP's principal business address is the
same as ours. Our affiliate CP does not engage in any other business activities, and CP has never offered
franchises in any line of business. From 2007 to March, 2015, our affiliate, CP operated the five (5) non-
franchised Club Pilates Studios described above. Our predecessor CP Global offered and sold franchises for CLUB
PILATES Studios before the transaction above was completed from September 2012 through March 12, 2015,
but CP Global does not currently offer franchises in any line of business or engage in any other business activities.
On May 2, 2017, TPG Growth III Fitness, LP ("TPG Fitness") acquired membership interests in
us. [Accordingly, TPG Fitness is our parent and its principal business address isParent
Xponential Fitness, LLC ("Xponential") is our direct parent company. Xponential is a Delaware limited
liability company with a principal business address at 251 Little Falls Drive, Wilmington, Delaware 19808.
Xponential does not provide products or services to our franchisees and does.not offer/sell franchises in any line
of business. Xponential is owned by H&W Franchise Intermediate Holdings, LLC ("H&W Intermediate"), a
Delaware entity with a principal business address at 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
H&W Intermediate is owned by H&W Franchise Holdings, LLC, also a Delaware entity with a business address at
301 Commerce Street, Suite 3300. Fort Worth, Texas 76102 fM&W"). H&W is controlled by TPG Growth III
Fitness, LP ("TPG Fitness"), an entity with a principal business address at c/o TPG Global, LLC, 301 Commerce
Street, Suite 3300, Fort Worth, Texas 76102. In turn, TPG Fitness is owned by a series of entities. These include
the following entities controlled by TPG Holdings II, LP: TPG Growth III Media Finance, L.P., TPG Growth III DE
AIV Gen Par, LP, and TPG Growth III DE AIV Gen Par Advisors, LLC; all share the same address as TPG Fitness.
[Comment; Club Pilates (70% owned by TPG Fitness) was contributed to Exponential, which is owned by H&W,
which is ownod by TPG Fitness. Closod on deal in late Soptomber. CYCLE BAR is now on affiliated brand,] None

of these e n ^ i e ^ ^ p r o ^ d e p ^
franchises in any line of hostess.
Through c o m m o n o w n o ^ h i ^ w e a f f i l i a t e o f T a c o B u e n o F ^
current a d d r e s s
Affihates
Our a f f i l i a t e , C y c l e B a r F r a n c h i s i n ^ L L C ^ C B ^ an Ohio limited

business address of 2 9 5 2 6 t h S t ^ l o o r ^ O n c i n n a t i , Ohio 45202. franchises indoor c y c ^ ^
CYCL5BARmarkCBFhegan franchising CYCL5BARstudiosinJanuary 2015.As ofOecemhe
117 franchised CYCLEBAR studios in operation. CBF has also offered area r e o r e s e n t a t i v e ^ ^
2017,andCBF had one area representatiye open and in operation as of December 31,2017.
Ouraffiliate. CycleBarCanada Franchising, U L C ^ C y c l e B a r C a n a d a ^ a B r i ^

companywitharegistered office at 2200 H5BCBuiiding, 885 WestGeorgia Street, Vancouyer.BCV^^
franchises in Canada. Our affiliate, CycleBar International Inc. ( " C y c ^
corporation withaprincipal business address of 2 9 9 5 6 t h St.,Floor 1, Cincinnati,OH 45202 o f f e r s ^
franchisesinotherinternationalterritoriesCycleBarCanadahasofferedfranchises in Canada since August 201^^
andCycleBar international has offered franchises outside the United Statessince February 2016.
Ouraffiliate, Row House Franchise,LLC ("RH Franchisings,aDelaware limited 1^^^^

principal business address at 3185 Pullman Street, Costa Mesa, enfranchises rowing and free weight e ^ ^
classes under the ROW HOUS5 mark. Row House Franchising began franchising ROW HOUS5 studios at some
point in early2018 Asof December31,2017,howeyer,Row House Franchising had not offered or sold any
franchises.
Our affiliate, LB Franchising, LLC ("LB Franchisings, an Ohio limited liability company w^^^^
business address at 299 F 6^ St.,Floor 1, Cincinnati,Ohio 45202,franchises the right to o p e r a t e a f a c i ^
proyidessharedfitnessspaceandothereyenthostingspaceunderthe^THFLBmark.LBFranchisingiustbegan
offering unit franchises, aswell as area representatiye franchises, in September 2016, and LB Franchising did not
have any operating franchisees or area representatives as of December 31, 2017.
Ouraffiliate,FC Franchising, LLC("FC Franchisings, is an Ohio limited liability

business address of 299 F6th St.,Floor 1,Cincinnati,Ohio 45202, that intends to franchise shared workspace
facilities under the FU5LFDCOLL5CTIV5 mark in early 2018 As of December 31, 2017, FC Franchising did not
have any operating franchisees or area representatives.
Our affiliate, Stretch Lab Franchise LLC ("S^

principal business address of 3185 Pullman Street, Costa Mesa,enfranchises fitness studios that provi^^
stretching classes in both private and group formats, related therapy activities and,if approved,aproprie^^
"flexologist" training programs under the STR5TCHI^B^mark.SL Franchising began offering
STR5TCH LAB Studios in late December2017.As of December 31,2017,however,SL Franchising had not sold
anyfranchises.
Ouraffiliate,AI^Franchise,LLCÂ^Franchising^,aDelawarelimitedlia^
business address at3185 Pullman Street, Costa Mesa,CA, intends and expect to commence offering franchises
forfitness studios that provide indoorfitnessclassesBinstructionthroughacombination of circuittram^^
cardio, Pilates.andvogaundertheAKTandAKTIN^^
2
©5O3^2018Ciub Pistes ânchise, LLC
Franchise O ^ o ^ e O o c u m e n t
point^ÔlÂsofêêOateof^
soâny^nchês
O u r a ^ i a ^ T a c o BuenoFranchê Company, ^ P ^ T B F C " ^ ^ a

b u s m ^ a d d ^ 5 S ^ 1 6 0 5 ^ ^ e w 8 y 5 o ^ 8 0 0 ^ 8 ^ ^ 8r^^^^
or seîces to our ânchêes and has never o r a t e d , nor
the Franchised Business. However^TBFCcurrentiyoêrsfranchisesforTaco Buenos restaurants and has done
so since 5eptemher200^ AsofA^Ôecernher3^20^TBFChas^hadl66comoanvstoresand23
franchisedTaco Buenos restaurants. TBFCdoesnotcurrentôwnonyTaco Buenos restaurants.
except as disclosed ahove, we currents have no parents^predecessors or affiliates required to he

disclosed in this Item.
Agent for Service of Process
Our agents for service of processare disclosed in ExhlhltB.
The Business We Offer
W e o f f e r f o r s a l e a f r a n c h i s e t o o p e r a t e a d i s t i n c t i v e C L U B P I L A T 5 5 5tudio(each,a "Franchised
Business"), wîch is operated pursuant to the terms of our franchise agreement attached to this 0
0ocumentas5xhihitA(the "Franchiseagreement").We expectthataStudio will typically
shopping center,and this franchise offering assumesthatthesizeofatypicalStudiowill he at least 1,500 squ
feet in size(a 25 f t . h y 60 ft. rectangle). We may,however,consider alternative sites, onacasehycasehasis.
Under the Franchise Agreement, we will also grant you the right to operate your Franchised Business withina
designated geographical area wherein you will also he ahle to actively promote the Franchised Business and
solicit new clientele (the "OesignatedTerrito^).
If you own an existing fitness facility and meet our other qualifications, you may convert your e x i s ^ ^
business toaCLUBFILAT55 Studio. AconvertedStudiowilllikelyencounter lower investment requirements
than those o f a s t a r t u p Studio. 5ach Studio w i l l o f f e r Pilates and other exerciseprogramsthroughlive
instructional group and individual classes, including, hut not limited to, Pilates Reformer exercises;^
usingaPilates Ballet Bar,Spring Board, 5XO Chair,and other Pilates apparatuses^ strength t r a i n s
exercisesâteacher training programs and any other seîces that we authorize (collectively, the"Approved
Services"). All classes will he paid for and scheduled online via the Internet, and taught hy highly trained
instructors who have completedaminimum of 500 hours of customized instructor training.
TheStudiosareestahlished and operated underacomprehensivedesignthat includes spacious interior,

asignificant numher of exercise equipmentâpparatuses, specifications, and procedures for o p e r a t ^ ^
customer service; management and financial control; training and assistance; and advertising and promotional
programs (collectively, the "CLUB PILAT5S System"). The CLUB PILAT5S Systems standards, specifications and
procedures (collectively,the"System Standards") are described in our confidential operations manual (the
"Manual") The CLUB PILATFS System and the Manual may he changed, improved and further developed hyus.
The Franchise Agreement is signed hy us, hyyou, and hy those ofyour principals whom we designate as
the principal franchiseeoperator(s)(the "Designated Operator(s)")ofyourFranchise^
Operator(s)(there may he up to two such individuals, hut only one addressto which we communicate in regards
to the franchise) named has the authority to act for you in all matters relating to t ^ ^
including voting responsibilities. By signingthe Franchise Agreement, you and the Designated O p e r a t o r
3
© 2 0 ^ 2 0 1 S ^ P i ^ s ^ ^ i ^ , ^ ^
2017201S^nchiseOiôê0ocument
tobeindi^dua^boundbyc^
c o n f i d e n t l y and noncompetition, and to personaiiy guaranteeyour performance u n d e r t h e Franchise
Agreement. Depending on the type of business activities, which must he fu^y disclosed prior to signing this
document, in which you oryourOesignatedOperator(s)mayhe involved, we may require you oryour Designated
Operator(s)to sign additional confidentiality and noncompetition agreements.
You (or, if you are an entity, one of your Designated Operators) must at least complete the
ownerôperator module (the "OwnerÔperator Module") ofour proprietary initial training program
Training Program") prior to the opening ofthe Franchised Business.
You will also need to have at ieast one ( l ) i n s t r u c t o r ^ w h i c h may he your Designated Operator or
another i n d i v i d u a l ^ t h a t has completed: (i) all requirements to h e a c e r t i f i e d Pilates instructor, ^^^^
accumulatingat least 450 hours ofPilates instruction (collectively,the "Certified P ^
our proprietary"orientationprogram"designed to help those that have already complied with the Cert^^
Pilates Requirements (each,a"Certified P i l a t e s ^
Studio inaccordance with our5ystem standards and specifications(collectively,the "Orientation Program"^^
instructor may complete the Orientation Program at our headquarters at the same time he/she attend the rest
of our InitialTraining Program o r , w i t h our approval, may complete the OrientationProgramremotely via
wehinar^video instruction heforetakingthe Orientation Program test.
Pleasenote that our standard franchise offering assumes that at l e a s t o n e ( l ) of your Designated
Operator(s)andôr another individual you engage to serve as the initial instructor at your Franchised Business
will heaCertified Pilates lnstructor,andthatthis Certified Pilates Instructorwill^
component of the InitialTraining Programme do offer,and will permit our franchisees to offe^
training" course that provides hoth (a) the instruction necessary to comply with the Certified Pilates
Requirements, and (h)ourOrientation Program (collectively, theêacherTraining Program
franchise offering does assume that noonewill need the fullTeacher Training Program priorto opening.Instead,
the initial instructor and subsequent instructors at your Studio will already he Certified Pilates Ins^
that such individuals will only be required to complete our Orientation Program before they can commence
working at your Franchised Business.
MultlUnltOfferlng
W e a l s o o f f e r q u a l i f i e d individualsandentities t h e r i g h t t o o p e n and operatethree (3) or more

Franchised Businesseswithinadesignatedgeographicalarea (the "DevelopmentArea") under our currentform
of development agreement that is attached to this Disclosure Document as FxhibitJ(the"Development
Agreement"),whichwillalsooutlineascheduleordefinedperiodoftimeinwhichyoumustopen and commence
operating each Franchised Business (a "Development Schedule").
You will be required to signaFranchise Agreement forthe initial Franchised Business we grant you the
right to open within the Development Area at the same time you sign your Development Agreement, and you
will need to sign ourthen^current form of franchise agreement for each of the Franchised Businesses you open
under the Development Schedule.
You will be required to pay u s a o n e t i m e development fee that will be calculated based on the number
of Franchised Businesses we grantyou the rightto open underthe DevelopmentAgreement (the "Development
Fee"), hut you will not he required to pay any other initial franchise fee at the time you execute your franchi^^
agreements for each Franchised Business we permit you to open under your Development Agreement
©20172018 Club Pilates Franchise, LLC _

Market and Competôn
The m a ^ e t ^ ^ n e s s s e ^ c e s a n d studios is crowded. You wili face competition for members from
other Pilates studios, gyms, personal trainers, yoga studios, fitnessêxercise centers
harre hased studios, and even other CLUB PILAT5S franchisees.
Applicahle Regulations
Some states require that heaith^fitness facilities h a v e a s t a f f person avaiiahie during aii hours of
operation that is certified in basic cardiopulmonary resuscitation or other specialized medical trainm^^ Some
state or local laws may also require that health^fitnessfacilitieshaye an automated external de
otherfirst aid equipment on the premises.Ataminimum,yourStudiowillbesubêcttoyarious federal, state an^
local laws, and regulations affecting the business, including laws relating to zoning, access f o r ^
safety and fire standards.Youmayneedthelocalfiremarshals or otherlocal, state orfederalagency^spermis^^^
before you begin operations. In addition, there may be local licensing and employment regulations, including
worker^scompensation insurance requirements. Youshouldexaminetheseand other laws before purchasinga
franchise.
Youshould consult with your attorney, and local andstateagenciesâuthorities, beforebuyinga

Franchise to determine if there are any specific regulations you must comply with as it relates to offering the
Studio products and services to consumers in your state, andconsider the effects on you and the cost of
compliance. These requirements can affectabroad scope of your operations, including location selection, and
hiring of personnel, among other things. It is your sole responsibility to investigate any regulations in your ar^^
includingthose related to the establishment and operation ofaCLUBPILAT5S Studio generally.
We make no representations or assurances as to the specific licenses, permits, authorizations or

otherwise thatmay be requiredforoperatingyourStudio, which can varysignificantly by venueand change over
time. It is your responsibilityto investigate and ensure thatyou are in compliance with all local, state, provincial
and federal business, retail sales, zoning, and other regulations and licensing requirements, and any applicable
laws and regulations, and to identify and obtain all authorizations necessary to operate your Studio. Please be
advised that you must investigate and comply with all ofthese applicable laws and regulations. You alone are
responsible for complying with all applicable laws and regulations, despite any advice or information that we
may give you. We have not researched any of these laws to determine their applicability to your Franchised
Business.
IT5M2 BUSINESS EXPERIENCE
Founder; Allison Beardsloy

M^Boardsley was tho founder of Club Pilatos Global, Inc. and hold tho positions of and Prosid^^^
entityfrom Juno 2012 to March 201S,inOolMar,California. Since Decombor2007,shoh
momborofouraffiliato^ Club Pilates, LLC, also located in OolMor,California.
Chief Executive Officer: Anthony Geisler

Mr.Geisler has been ourChief Executive Officer since our inception in March 2015.MrGeislerwasthePresi^^
of UFC Gym Franchise Company from January2013 to February2014 in Santa Ana,California. Mr.Geisler
created LA Boxing Franchise Company in February 2004 and served as President until he sold his venture in
December 2012 in Santa Ana, California.
President, General Counsel: Shaun Grove

5
©2O172018^^t^Fraochi^,L^ ^
2O172018 Franchise O ^ o s u r e O o c u ^ e o t
Mr Grove has been our P r e s i d e n t s Mr.Grovewasthe
General Counsel for OFC Gym Franchise Cornpanyfrom January 2013 to June 2014^ Mr.
GrovewastheGeneralCounselforLABoxIngFranchlseCorporationfrorn March 2009 to Oecemher2012,m
Santa Ana,California. Mr.Grovehasownedandoperatedthree(3)UFC Gym franchise locations In Southern
California since January 2012.
Chief PmancialOfficer^ScottLaRose
Mr.LaRose has heen our Chief Financial Officer since June 2015. Mr LaRose was the Chief Financial Officerfor
UFC Gym Franchise CompanyfromJanuary 2013 toJune 2015 in Santa Ana,California. Mr.LaRosewastheChief
FinancialOfficer for LA Boxing Franchise Corporation from January2010toOecemher2012,in Santa Ana,
California.
Manager: MarkGrahowsId
Mr.Grahowski was appointed as one (1) of our Managers on May2,2017. Mr.Grahowski has also heena
Partnerat TPG Growth, located in NewYork,sinceSeptemher 2016. Priorto coining TPG G r o w t h , M r . G ^
servedas Managing OirectoratCatteronPartners,amiddle market consumerfocusedprivateequityf^^^
in Greenwich, CT,fromJanuary2007to August 2016.
Manager: Scott Gllhertson

Mr.GilhertsonwasappointedasoneôfourManagersonMay2,2017.MrGilhertsonhasalsoheenaPartner
at TPG Growth, hased in San Francisco, California, since 2007.
Manager:Frederlc^Paolemch
Mr.Paulenich was appointed as one ( l ) o f our Managers on May 2, 2017. Mr.Paulenich has also heenaPartner
at TPG Growth, hased in San Francisco, California, since March 2014. Priorto coining TPG Growth, Mr.Paulenich
wastheSeniorVicePresidentofHumanResourcesforWalmart'sGlohaleCommercehusinessfromJanuary201^
to March 2014, also hased in San Francisco, California.
Manager; Stephen Star
Mr^Star was appointed as one (1) of our Managers on May 2, 2017.Mr.Star has also served as Vice President
at TPG Growth, hosod in San Francisco, California, since August 2015.Prior to coining TPG Growth, Mr.Star hold
tho following positions^!) Graduate Associate with the Corporato Strategy and Business ^
Tho Walt OisnoyCompanyfromJuno2014to August 2014,hasod in Burhank, California; and (ii) Associate atOak
FlillCapital Partnors from July 2010to May 2013,hasod in M o n l o ^ ^ , California.
Vice President Real 5state:RlchardFemherg

Mr.Feinherg has heen our Vice President Real Estate since our inception in March 2015. Mr.Feinhergwasthe
Director of Real Estate for 0FC Gym Franchise Company from January2013 to March 2015 in Santa Ana,
California. Mr.Feinhergwasthe Director of Real Estate for LA Boxing Franchise Corporation from November
2006 to December 2012, in Santa Ana, California.
N ^ o o a l Sales Bêô^Semor Vice President Operations:Sarah Luna

Ms. Luna became our National Sales Director in July 2015 and was promoted to SVP Ooerations in June 2017.
Ms. Luna isacomprehensively certified Pilates instructor and from February 2013 to July 2015, operated2
Pilates studiosasECtLIINOX's Pilates Coordinator,in Irvine, CAand Hawthorne, CA. Ms.Luna att^^
university in Orange, CA from 2011 to March 2013, where she received her MBA in entrepreneurship.
Senior Vice President of Development:Grace Pineda ^

6
© 2 O 1 7 2 0 1 8 C ^ ^ i 8 t ^ C o c h i s e , LLC ^
2O172018 C o c h i s e O i ^ i o ^ e O o c u m e n t
Ms^Pineda has been our Senior Vice President of Development since August 2017. Prior to joining Club Pilates,
Ms. Pineda worked as the Vice President of Operations for Orangetheory Fitness corporate franchise office in
Ft. Lauderdale, FL from March 2012 to August 2017.
Vice President of Sales: Mike Gray

Mk-Grav has been our Vice President of Sales since July 2017. From December 2014 to June 2017, Mr. Gray
worked as the Director of Operations (both domestically and international) for UFC Gym Franchise Company in
Santa Ana, California. From December 2010 to November 2014, Mr. Gray worked as the Director of Fitness for
UFC Gvm Corp. in Santa Ana, California.
Vice President of Education: Tianna Strateman

Ms^Strateman has been our Vice President of Education since January 2018. From January 2012 to December
2017, Ms. Strateman was the Chief of Operations and Finance at Fitlosophy inc. in Newport Beach, CA.
Director of Teacher Training: Vanessa Huffman

Ms. Huffman has been our Director of Teacher Training since October 2015. Ms. Huffman has been an
independent Pilates instructor in Los Angeles, California area since April 2003.
Vice President of Retail Sales: Rudy Flores

Mr. Flores has been our Vice President of Retail Sales since June 2016. From January 2013 to May 2016, Mr.
Flores worked as the Product Sales Director for UFC Gym Franchise Company in Santa Ana, California. From
October 2010 to January 2013, Mr. Flores worked as the Product Sales Director for LA Boxing Franchise Company
in Santa Ana, California.
Vice ProsideAWf-Chief Marketing; Vanessa Hobson Officer: Jessica Yarmey

Ms. HobsonYarmev has been our Vico President of Chief Marketing Officer since JanuaryOctober 2017. Ms?
HehsoftShe was an Accountpreviously Director for Epsilonof Brand Marketing and Creative at Youfit Health Clubs
from July 2014 to Januarv2016 through October 2017 in San Diogo, California. Prior to that, shoDeerfield Beach,
Florida. Ms. Yarmey was a Senior Manager on Director of Franchise Marketing for the 24 Hour FitnossGold's
Gvm corporate morkotingoffice support team from August 2001 to 2013September 2012 through February of
2016 at their headquarters in Carlsbad, CaliforniaDallas, Texas-
Vice President of Finance: Megan Moen
Ms. Moen has been our Vice President of Finance since January 2016. Ms. Moen was a Senior Director for the
Valuation and Financial Advisory Services practice of FTI Consulting, Inc., located in Los Angeles, California, from
June 2013 to 2016.
Director of Bridge Training; Melody Wafd

Ms^Ward has boon our Director of Bridge Training since January 2017. Ms. Ward has boon an instructor. Master
Trainer and Regional Manager with Club PWates-ffanebise locat4ens-sm€e^Q9 in Los Angclos, California.
Liz Cooper: Vice President of Operations

Ms. Cooper has been our Studio Operations Manager since March 2016. From January 2015 to March 2016, she
worked at Henri Bendel, located in Costa Mesa, CA, as the Visual Merchandising Coordinator. From January
2012 to December 2014, she worked at Fresh, located in Costa Mesa, CA, as the Visual Merchandising
Coordinator.

Carly Simms: Director of Recruiting
Ms. Simms joined Club Pilates as the Director of Recruiting and HR in January 2017. Ms. Simms managed her
own recruiting consulting practice, Hummingbird Recruiting, in Irvine, CA from July 2016 to January 2017. She
worked at the Irvine Company in Newport Beach, CA as its Talent Advisor from March 2016 until July 2016. She
worked for Signature Analytics in San Diego, CA as its Recruiting Manager from June 2015 to March 2016. She
worked for Special Counsel, located in San Diego, CA, as its Placement Director from July 2012 to June 2015.
ITEM 3 LITIGATION
No litigation is required to be disclosed in this Item.
ITEM 4 BANKRUPTCY
No bankruptcy information is required to be disclosed in this Item.
ITEMS INITIAL FEES
Franchise Agreement
Initial Franchise Fee
You must pay to us a lump sum initial franchise fee of $49,500 (the "Initial Franchise Fee") to establish
a single Studio under a Franchise Agreement (whether a start-up or conversion). The Initial Franchise Fee is due
upon the signing ofthe Franchise Agreement. The Initial Franchise Fee shall be fully earned by Franchisor upon
payment and is not refundable, in whole or in part, under any circumstance. Except as disclosed in this Item, we
uniformly impose the Initial Franchise Fee on all parties that are purchasing a single Franchised Business.
Initial FFE Package
You must purchase an initial package of furniture, fixtures and equipment that is designed to provide
you with the majority of these items that you will need in connection with outfitting, equipping and otherwise
building out your Studio (the "Initial FFE Package"), and includes tho cost ofincluding the related costs associated
with shipping and installation. As of the Issue Date of this Disclosure Document, the Initial FFE Package costs
approximately between $89749-597,195 and $101,795113,245 and contains (a) 13 Pilates reformers and various
related equipment/supplies for use in connection with the provision of the Approved Services, (b) a Studio
fixture package comprised of a desk, displays and display rack, storage cubbies, pedestals and 1 Barre package,
and (c) certain other equipment used in connection with the Studio {e.g., Pilates mini-balls, massage balls, foam
rollers and yoga blocks). Currently, you must purchase the Initial FFE Package from us but we reserve to
designate another approved supplier in our sole discretion. You must purchase the Initial FFE Package prior to
opening your CLUB PILATES Studio and the Initial FFE Package is non-refundable under any circumstances.
Pre-Sale Start-Up Package
After you sign a real estate lease.for your CLUB PILATES Studio, you must purchase the ore-sale start-up package
from us in the amount of $7,000 ("Pre-Sale Start-Up Package"), which includes marketing and promotional items
such as a branded EZ Up tent, feather flags and a portable reformer, as well as branded apparel that is specific
to the location of your Studio. The amount paid for the Pre-Sale Start-Up Package is non-refundable under any
circumstances. You are required to use this Pre-Sale Start-Up Package in coordination with the pre-opening sales
plan we approve or" designate for your Studio as part of the opening support program that our approved supplier
8
provides in connection with your Studio, as we determine appropriate in our discretion (the "Opening Support
Program").
Proprietary Initial Inventory Kit
Prior to opening your CLUB PILATES Studio, you must purchase opening inventory from us in the amount
of $5,000 ("Proprietary Initial Inventory Kit"), which includes CLUB PILATES apparel, including t-shirts, yoga
pants, toe socks and related accessories. The amount paid for the Proprietary Initial Inventory Kit is non-
refundable under any circumstances.
Development Agreement
If we grant you the right to open three (3) or more Franchised Businesses under a Development
Agreement, you must pay us a one-time Development Fee upon executing your Development Agreement. Your
Development Fee will depend on the number of Franchised Businesses we grant you the right to open within
the Development Area and is calculated as follows: (i) $125,000 for the right to open three Franchised
Businesses, plus an additional $40,000 for the right to open each additional Franchised Business (up to a total of
five); (ii) $35,000 per Franchised Business i f y o u agree to open and operate between six and nine Franchised
Businesses; and (iii) $30,000 per Franchised Business if you agree to open and operate 10 or more Franchised
Businesses.
You will be required to enter into our then-current form of franchise agreement for each Franchised
Business you wish to open under your Development Agreement, but you will not be required to pay any
additional Initial Franchise Fee at the time you execute each of these franchise agreements. If you enter into a
Development Agreement, you must execute our current form of Franchise Agreement for the first CLUB PILATES
Studio we grant you the right to open within your Development Area concurrently with the Development
Agreement.
Your Development Fee will be deemed fully earned upon payment, and is not refundable under any
circumstances. The Development Fee described above is calculated and applied uniformly to all of our
franchisees.
ITEM 6 OTHER FEES
Type of Fee Amount Due Date Remarks
Royalty 67% of Gross Payable weekly based You will be required to start paying your
1
Sales on the Gross Sales of Royalty once your Franchised Business
your Franchised begins collecting revenue from
Business duringthe operations. We reserve the right to
preceding business collect your Royalty on a different
week interval (for example, monthly).
2
Marketing Fund Currently, 2% of Payable weekly at the Your Marketing Fund Contributions will
1
Gross Sales same time and in the begin when the Studio begins collecting
same manner as the revenue from operations.
Royalty
Orientation Costs and As incurred Each instructor that provides Approved

Program Expenses (ifyou or Services from your Franchised Business

your instructor must (a) be a Certified Pilates Instructor,
decide to attend and (b) complete our Orientation
the Orientation Program.
Program as part of
our Initial Training Your initial instructors) may attend our
Program). Orientation Program at the same time
they attend the rest of our Initial Training
Program (and we will not charge such
attendees any training fee or tuition
provided they attend at the same time).
If you have a Certified Pilates Instructor

that needs (or requests) the Orientation
Program after you have completed the
Initial Training Program, then these
instructors may also have the ability to
participate in and complete our
Orientation Program remotely via
webinar/video instruction, but they will
be required to pass the Orientation
Program test before providing any
instruction at your Studio.
Once a Certified Pilates Instructor working

at your Studio completes the Orientation
Program, that individual may assist in the
provision of the Orientation Program (and
related test) to other instructors at your
Studio.
Please see Item 11 for additional

information.
Teacher Training $2,000 per person. Prior to training. This fee is only payable to us in connection
Program Fee with each individual that is not a Certified
Pilates Instructor, but wishes to obtain
instruction necessary to (a) comply with
the Certified Pilates Requirements, and
(b) complete our Orientation Program.
If an individual wishes to attend the

Teacher Training Program at your Studio,
then they will pay a single fee to our
approved third-party provider of $4,750,
with (a) $2,000 going to us for certain
materials that we provide in connection
10
with this training (including the "Webinar

Training" described in Item 11 of this
FDD), and (b) the balance of $2,750 going
to your Franchised Business (or the
appropriate Studio that will be providing
the in-person instruction).
In order to provide the Teacher Training

Program at your Studio, such training will
need to be provided by an instructor that
(a) is a Certified Pilates Instructor that has
completed our Orientation Program, and
(b) is otherwise approved by us as a
"Master Instructor". Please note that our
then-current criteria and conditions for a
Certified Pilates Instructor that has
completed the Orientation Program to
also become a Master Instructor will be
set forth in our Operations Manual.
If you are not able to provide the Teacher

Training Program, then we will advise you
of the Studio closest to your Franchised
Business that can provide such instruction
to interested clientele.
Ongoing/Refresher Then-current Prior to training. This fee is paid in connection with
Training training fee, which additional training/instruction that we
is currently $500/ may provide on an ongoing basis in
day per trainer. connection with the overall operation and
development of your Studio.
We will only charge this fee in connection

with training that (a) you request we
provide, or (b) we are required to provide
on-site at your Franchised Business. We
will not charge this fee in connection with
training that we require you to attend at
our corporate headquarters or other
training facility we designate.
We will not charge any training fee in

connection with minor, day-to-day
assistance that we provide remotely over
the phone or via email, subject to our
availability.
11
^0472018 Franchise Disclosure Document
^ a d d - o n t o o u r t h e n c u r r e n t training
f e ^ y o u wiii always be responsibieforthe
costs andexpenses that areincurredin
connection with you and your personnel
attending training
Renews Fee ^0,000 At time of renewal. You must renovate and reimage tbe
Studio at your expense at tbe time of
Renewal to conform to our tben current
standards and image.
Transfer Fee under $10,000 Before the transfer. Payable wben you seil tbeStudio. No
Franchise cbarge if tbeStudio istransferred to a
Agreement corporation or otber entity tbat you
control.
Assignment Fee $10,000per On submitting Payable wben you want tosell/transfer

under Oeveiopment undeyeloned application for tbe rigbts under your Oevelopment
Agreement franchise consentto Agreement.
assignment
Technology Fee Thencurrentfee As required. We reserve tbe rigbt to cbarge you an on

going technology fee to oay for certain
aspects of your computer system andBor
software.
Insurance Policies^ Amount of unpaid Must haye the Payable only ifyou fail to maintain
premium. policies within 60 required insurance coverage and we
calendar days after electto obtain coverage foryour
Our estimate f o r 3 signing the Franchise
mos.ofthe Agreement, but no
minimum required laterthan the time
insurance is that you acquire an
$500 $1,000. interest in the real
property from which
you will operate the
Studio.
Audit Fees^ $500 $2,500 Within 15 calendar Payable only if audit shows an
days after receipt of understatement.
audit report.
Late Fees The greater o f t h e Upon demand. Applies to all amounts not paid when due,
highestapplicahie until paid in full. We may also require you
legal rate for open to pay an administrativefeeof $SOfor
account business each late payment or late report.
credit, or 1.5% per
month.
12
030132018 Club Pilates Franchise, LLC
20-17-2018 Franchise Disclosure Document
Penary Fee Thencurrentfee Upon demand. Payable only in tbe event you fail to
charged hyus comply witb your material obligations
under your Franchise Agreement by (a)
Currently^lOOfor permitting any instructoratyourStudioto
each day of non provide Pilates instruction or otber
compliance. Approved Services before tbey complete
tbe Orientation Program, or (b) offering or
selling any unauthorized products or
servicesatyourStudio ThePenalty Fee
willbe incurredduringeach day of non
compliance.
Cost of All costs including Upon settlement or You will reimburse us for all costs in
Enforcement or attorneys^ fees conclusion of claim or enforcing our obligations concerning the
Defense action. Franchise Agreement if we prevail.
Indemnification All costs including Upon settlement or You will defend suits at your own cost
attorneys^ fees conclusion of claim or and hold us harmless against suits
action. involving damages resulting from your
operation of the Studio.
Alternative $1,500 per day for At time of request. Additionally, you must reimbursement us
Supplier Approvals personnel engaged for any travel, accommodations, and
inevaluatinga meal expenses.
supplier.
Business Thencurrentfee Payable every4 Please see Iten^s ^ and 11 of this

Management charged hy our weeks, as agreed^ Disclosure Document for additional
Software Fee^ Approved information on Approved Suppliers
Supplier,whichis and this fee.
currently $265
Regional As the Cooperative As the Cooperative W e m a y establish regionalcooperatives

Cooperative determines determines comprised of Studios that are within a
given geographical area (each, a
"Cooperatives. If a Cooperative is
established where your Studio is located,
you will be required to participate in that
Cooperative and contribute to that
Cooperative in the amounts the
Cooperative determines.
Liquidated $10,000 As incurred. If you in any way compromise the secure
Damages access to the online version of the
Manual, including, but not limited to,
allowing unauthorized users access to the
Manual and its confidential contents, you
will be required to pay us liquidated
damages i n t h e amount of $10,000, to
13
©30472018 Club Pilates Franchise, LLC.
compensate us for the breach and related

damage to the System.
All fees are imposed by and are payable to us, unless otherwise noted. No other fees or payments are
to be paid to us, nofand we do we-not currently impose ©fand collect any other fees or payments for any third
party. Any fees paid to us are non-refundable unless otherwise noted. Fees payable to third parties may be
refundable based on your individual arrangements.
Notes to Chart for Franchise Agreement:
1
Gross Sales. Except as provided below, the term "Gross Sales" means the total revenues you derive,
directly or indirectly from all business conducted upon, from or in connection with the Studio, less sales taxes or
similar taxes imposed by governmental authorities. (See Section 5.3 of the Franchise Agreement for a more
complete definition.) Please note that we exclude revenue generated from the provision of the Teacher Training
Program at your Studio from the definition of Gross Sales because you are required to pay us a flat fee of $2,000
for each individual that received the required training (as described more fully in the Chart above). You must
participate in our then-current electronic funds transfer and reporting program(s). (See Exhibit 2 and Exhibit 3
of the Franchise Agreement.) All fees owed and any other amounts designated by us must be received or
credited to our account by pre-authorized bank debit by 5:00 p.m. on or before the applicable due date. Your
franchised business may be located in a jurisdiction whose taxing authority will subject us to tax assessments
on payments you submit to us for the Royalty Fee and Marketing Fund contributions. Under such
circumstances, you will be required to adjust, or "gross up" your payment to us to account for these taxes.
Please note that franchisees that signed franchise agreements prior to the Issue Date ofthis Document are
required to pay a royalty amounting to six percent (6%) of Gross Sales.
2
Marketing Fund. We have established a national advertising and marketing fund (the "Marketing
Fund") and you will be required to make a weekly contribution towards such fund ("Marketing Fund
Contribution") beginning the date your Studio begins collecting revenue f r o m business operations. The
Marketing Fund may be used for (among other things) product development; signage; creation, production and
distribution of marketing, advertising, public relations and other materials in any medium, including the internet;
social media; administration expenses; brand/image campaigns; media; national, regional and other marketing
programs; activities to promote current and/or future Studios and the CLUB PILATES brand; agency and
consulting services; research; and any expenses approved by us and associated with your Studio. We will have
sole discretion over all matters relating to the Marketing Fund. You must pay for your own local advertising.
3
Insurance Policies. The minimum limits for coverage under many policies will vary depending on
several factors, including the size of your Studio, and whether you offer classes. See Item 8 of this Disclosure
Document for our minimum insurance requirements.
4
Audit Fees. In the event that an audit discloses an understatement of Gross Sales or other discrepancy,
in addition to the cost of the audit, you will be required to pay the marketing due on the amount of such
understatement, plus late fees and interest.
14
5
Alternative Supplier Approval. You may request the approval of an item, product, service or supplier.
We may require you to pre-pay any reasonable charges connected with our review and evaluation of any
proposal.
6
Business Management Software Fee. We will make available to you a business management software
program that you will use in the operation of your Studio. Currently, the approved and required software for
use in the Studio is "ClubReady," an online/web-based business management program. You will pay the third-
party vendor directly for all fees associated with the use of the software. We have the right to access any and
all information stored in the program that pertains to the Studio through file transfer protocol or polling through
the Internet, at our discretion.
ITEM 7 ESTIMATED INITIAL INVESTMENT
YOUR ESTIMATED INITIAL INVESTMENT

Franchise Agreement
1
TYPE OF EXPENDITURE AMOUNT METHOD OF WHEN DUE . TO WHOM
PAYMENT P A Y M E N T I S T O BE
MADE
2
Initial Franchise Fee $49,500 Lump sum, in At signing of Us
cash, certified Franchise
check or bank Agreement
wire
Initial Training Program $0 N/A N/A N/A
3
(Fees)
Travel and Living Expenses $500 - $3,000 As arranged As incurred Transportation

3
While Training Carriers, Hotel
Facilities, Etc.
4
Real Estate/Lease $7,000 - $21,000 As arranged As incurred Landlord
5
Leasehold Improvements $4020,000 - $3360,000 As arranged As incurred Approved Suppliers,
Architects and
Contractors
6
Signage $710,000 - $1418,000 As arranged As incurred Approved Suppliers
7
Insurance $900-$1,000 As Arranged Before Opening Insurance Carrier
Pilates and Other Exercise $75,000 - $8085,000 As required Before Opening Us
8
Equipment
9
Pre-Sale Start-Up Package $7,000 Lump Sum Before Opening Us
Proprietary Initial $5,000 Lump Sum Before Opening Us
9 10
Inventory K+* Kit
11
Utility Deposits^Deposits $0 - $1,000 As: arranged As incurred Utility Suppliers
Licenses and $0 - $3,000 As arranged As arranged Local, State or
2
Remwts^Permits* Federal Government
15
Furniture, Fixtures and $8,000 As arranged As incurred Us
Related $11,000$15,450
13
Suppl+es^S u p pi i es
Computer System and $1,200 - $2,000 As arranged As arranged Approved Suppliers
related and Vendors
14
oquipmontêquipment
Advertising/Marketine, $12,000 As arranged As arranged Approved Suppliers
including Certain Costs and Vendors
Associated with Opening
15
Support Program
16
Shipping^Shipping $2,500-$6750 - $8,800 As arranged Before Opening Us
Installation $3,995 As arranged Before Opening Us
Additional Funds- $10,000 - $15,000 As arranged As incurred Employees, Vendors,
3 membs^months 17
Utilities
TOTAL ESTIMATED INITIAL
46
INVESTMENT — $349220,295-$310,745
All amounts are non-refundable unless otherwise noted.
Notes to Table A:
1
General. The initial investment table shows certain expenditures required to establish and operate a
Studio. Note that these amounts may vary widely, and the amounts you have to spend or invest may be higher
or lower than the estimated amounts, depending on location, size of the Studio, marketing conditions and other
factors. We strongly recommend that you verify actual costs in your area, and for your intended location, and
prepare a business plan and have it reviewed by your own independent adviser, like an accountant, before
making any commitments to us or anyone else. Due to legal restrictions, we will not prepare, review or comment
on any business plan for a prospective Franchisee.
All amounts payable to us are nonrefundable, unless otherwise noted. Amounts payable to
suppliers/vendors are refunded according to arrangements you make with the vendor, if any. These figures are
estimates of the range of your initial costs in the first 3 months of operation only. Leasing and financing is
available for many of the above expenses. We do not offer direct or indirect financing, but we may assist you in
obtaining working capital through other sources. See Items 5 and 6, and other parts ofthis Disclosure Document,
for more information regarding Initial Franchise Fees and other costs.
2
Initial Franchise Fee. The Initial Franchise Fee is non-refundable. The Initial Franchise Fee for a single
Studio is $49,500. We do not provide financing for the Initial Franchise Fee.
3
Travel and Living Expenses While Training. As previously disclosed in Items 1 and 6 of this Disclosure
Document, you (or, if you are an entity, your Designated Operator) and, unless we agree otherwise, at least one
(1) Certified Pilates Instructor (which may be you or your Designated Operator) must attend our proprietary
Initial Training Program. This Program is comprised of two (2) modules, namely the Owner/Operator Module
(which must be attended by you and/or your Designated Operator) and our Orientation Program (which is for
your instructors, whom we assume will already be Certified. Pilates Instructors as part ofour standard franchise
offering). We will not charge any tuition or training fee in connection with the Initial Training Program, provided
16
©3Q472018 Club Pilates Franchise, LLC
îndividua^êndatthe^
Operator along with your
Youwill he r e s p o n s e forthe costsand expenses associated with a

(e.g,transportation,meais, lodging and other expenses) The amount you wiii spend w h i ^
on several factors, including the numher of persons attending, the distance you must travel and the type of
accommodations you choose, if any are needed. The low estimate assumes that your Studio is located in fairly
close proximity to one (1) of our designated training facilities, and that the two (2) individu
InitialTraining Program will not he required to incur costs associated with flying to one of these f a c ^
California.The high estimate assumes that the two (2) individuals will needto fly to the I n i t i a l T ^
(coach class) and will need tosecure lodging while attendingthe program.
4
Real5stateBLease. Ifvou do not own adeouate Studio s p a c e y o u m u ^ t l e ^ s ^ h l ^ p ^ ^ i ^ T h ^
figuresassumethatthe leased premises will he at least 1,S00 square feet ( a ^ x 5 0 ^ rectangle) The figures
assumeahase monthly rental rate estimated in the range of $1.20 per square foot to $3.SO per square foot.
Landlords may also vary the hase rental rate and charge rent hased onapercentage of gross sales. Inaddition
to hase rent, the lease may require you to pay common area maintenance charges ("CAM Charges"), your pro
ratashare ofthe real estate taxes and insurance, andyourproratashareofHVACand trash removal.The actual
amount you pay under the lease will vary depending on the size of the Studio, the types of charges that are
allocated to tenants underthe lease, your ability to negotiate with landlords, and the prevailing rental
the geographic area. You may also he required to payasecurity deposit equal toamonth^srent. The estimate
covers the first^months of operation, andlmonth^srentasasecurity deposit.
Since rental, improvement and other real estate related costs can vary significantly hy area, it^sy^^^
responsibility t o ( l ) independently researchallapplicahle laws and regulations, and real estate market
conditions and costs, where you plan to locate and operate yourfacility,and(2)ohtain appropriate advice
your own accountant, attorney and real estate professional, before signing any hinding documents or making
any investments or other commitments, whether to us or anyone else.
^Leaseholdlmorovements.The cost of leasehold improvements will vary depending n n ^ i ) t h ^ ^ ^ ^ n d

configuration of the premises; (ii)pre construction costs (e.g., demolition of existing w a l ^
existing improvements and fixtures); and (iii) cost or materials and labor which may vary based on geography
and location.You must adapt our prototypical plansand specifications f o r t h e c o n s t r u c t i o n a n d f i n ^ ^
Studio, including approved flooring, mirrors and paint. These amounts may vary substantially based on local
conditions, includingthe availability and pricesoflaborandmaterials.These amounts may also var^
on whether certain ofthese costs will be incurred bythe landlord and allocated overtheterm o f t h e lease. For
clarity, the estimates presented herein are net of tenant improvement amounts incurred by the landlord. The
lowend of the range reflects modest improvements toasmaller location, and the high end reflects s ^ ^
physical improvementstoalarger Studio.
^Signag^You will need to purchase appropriate signage foryour Studio that we a p p r o v e . ^

your signage may be more or less than this estimate, and depends on the size, type and method of installation
you choose Fach landlord has different restrictions it places on interior and exterior signage that may affect
your costs.
7
Insurance.This estimate is f o r ^ m o n t h s ofyour minimum required insurance The ^ c t ^ l ^ t ^ y h ^
more than shown here. You will need to check with you^the designated insurance carrier for actual oremium
quotes and costs, and for the actual amount of deposit. Insurance costs can vary widely,based on the area in
which your business is located, your experiencewiththeinsurancecarrier,the loss ex^^^^
17
©3O472018Cl^^t^F^^LLC
2O47201S Franchise OisciosoreOocoment
amount of deductibles and of coverage, and other factors beyond our control. Y-eu-should-ohtain-appr-Gpr-tate
advice from-yewf-ewh insuranee-ftfefessional before signing any binding documents or mal4Ag-any4nve5tments
Q^-o^heêmmtt-me^t5 whet-êf-to us or anyene-eker
r
8
Pilates and Other Exercise Equipment. The initial required amount of Pilates and other exercise
equipment for a standard Studio is approximately 13 Pilates Reformers, a Pilates Ballet Bar Kit, 13 Spring Boards,
13 EXO Chairs, 13 TRX Units and smaller pieces of related exercise equipment (e.g., balls, mats, etc.), although we
may raise or lower this requirement depending on the size of your Studio, which is included in the Initial FFE
Package you must purchase from us. Financing for the equipment may be available. If you chose to finance the
equipment, your initial costs will be less than the range provided in the chart above; however, your overall
payments may be higher.
9
Pre-Sale Start-Up Package. This estimate is the cost associated with acquiring the Pre-Sale
Start-Up Package disclosed more fully in Item 5 of this Disclosure Document, which is designed to be used ,in
connection with (a) your pre-opening sales marketing plan that designed to generate clientele memberships and
other sales prior to the opening of your Studio as we or our approve or designate via the Opening Support
Program, and (b) other pre-opehing and initial launch promotional efforts.
10
Proprietary Initial Inventory Kit. The inventory does not fluctuate as a function of seasonal sales. The
typical for-sale items held in opening inventory are Club Pilates apparel, including t-shirts, yoga pants, too seeks
and related accessories.
4011
- Utility Deposits. Typically, a utility deposit will be required only if you are a new customer of the utility
company.
u u
Licenses and Permits. The range of costs covers the expense to acquire the required local business
licenses and permits. We make no representations or assurances as to what (if any) licenses, permits,
authorizations or otherwise may be required in connection with your Studio. Our estimated costs include
building permits, fire inspection, sales tax permit, and retail sales permits. If an electrical pormit-is nocossary,
the costs may bo more. You should investigate applicable requirements in your area and the related costs,
including receiving advice from regulatory agencies and your own lawyer, before making any commitments,
whether to us or anyone else.
Furniture, Fixtures and Supplies. This is a range of expenses that will be incurred when decorating
and furnishing the Studio, including (a) surveillance cameras and office expenses, and (b) the Initial FFE Package
that you must purchase from us. You are required to have at least one (1) surveillance camera installed in the
Studio. You may be required to purchase the camera(s) and related accessories from an Approved Supplier (see
Item 8 of this Disclosure Document). The camera(s) must be web accessible. You will.use the camera to monitor
teacher performance, quality assurance and safety. We have an absolute right to also review and monitor the
camera(s) for the same purposes as you, and to ensure compliance with the Club Pilates System. You are
responsible for ensuring customer consent and for any failure to obtain such consent. You must indemnify us
for, any breaches of privacy from your use of any surveillance camera. Both the low-end and the high-end
numbers represent a straight purchase of all furniture, fixtures and related supplies (rather than leasing or
making installment payments on these items).
^ Computer System and Related Equipment. You must acquire a personal computer and a Point of Sale
system ("POS") for use in the operation ofthe Studio. Your computer system must be equipped with a high speed
connection to the Internet and must include a local area network with a dedicated server. We will make available
18
3017-2018 Franchise Disclosure Document
to youaceâin business m a n a g e d
Youw^paythethirdpartyvend^ (Please see Item6
of this Disclosure Document for the fee amount and more details on You can expect initial cash
outlays to he lower if the items can he leased rather than purchased. These costs are paid to suppliers, when
incurred,heforeheginninghusinessandareusuaily not refundable. Pleaseseeltem l l o f this Disclosure
DocumentformoreinformationontheComputerSystem. In addition,this estimate includes certain related
equipment(egtahlets,etc.)recommendedforuseinyqurStudio.
shipping ÂdyertisingBMarketing. Depending upon the length of your oreopening sales activity
p e n o d ^ e ^ e ^ e ^ ^
a d v e n i n g and p r o m o ^ n g ^
your Opening Suppo^ Program designed to general 5 ^
fuiiy in ItemsSand 11 ofthis OisoiosureOooument.Wemayreooirethatyoue^
fundsonmateriaisorseryicesthatareoroyidedhyourthencurrentAooroy^^
Program components and or any other advertising or m^
these amounts primariiy in the month(s)immediateiy preceding and foiiowing the soh^ opening of your St^^
^ S h i ^ i ^ . We arrange f o r t h e shipping of aiio

nâywiii vary hased upon the geographic iocation ofyour Studio.
AdditionaiPunds. This is an estimate of certain funds needed to cover your business (not personam
expenses during the first three months of operation of the Studio. These expenses include initial employee
wages, management compensation (hut not any draw or salary for you), ongoing purchases of equipment and
supplies, marketing foes, continuing improvement of the Studious physical features, local advertising,^
repairs and maintenance. Your cost will depend upon your management skill, experience and business acumen;
local economic conditions; the prevailing wage rate; competition; and sales ofthe Studio during the period. This
estimate is based onthe experience of usand our affiliates in owning and operating Club PilatesStudios for more
than TDyea^lO years, as well as the experience of our (a) franchise
with their respective brands.
This estimate does notguaranteethatyou will reach,and we^re unahle to reliably estimate when (if ever)
you might reach,"break-even"or any other financial position. You will need capital to support ongoing costs
of your business, such as taxes, loan payments and other expenses, to the extent that revenues do not cover
business costs. New businesses (franchised or not) often have larger expenses than revenues.
This amount is only an estimate. We cannotguaranteethatthe amounts specified will be adequate and
you may need additional funds to open and operate. We do not furnish, or authorise anyone else, to furnish
estimatesastothecapitalorotherreservefundsnecessarytoreach^breakevenôranyotherfinancialpos^^
or when or if you may be profitable, nor should you rely on any such estimates. In addition, the estimates
presented relate only to costs associated with the franchised business and do not cover any personal,îving,^
unrelated business or other expenses you may have.
The availability and terms offinancingto you will depend upon factors such as the availability offinancin^
in general, your creditworthiness, the collateral securitythat you may have, and policies of l e n d i n g ^
concerning the type of business you operate. This estimate does not include any finance charge, interest, or
debt service obligation.
^Total Estimated Initial Investment. All of the above figures are estimates of certain initial start up
expenses. As noted above, it is not all inclusive, and we cannot guarantee you will not have additional expenses
15
©30472018C^^^ôchi^,^ ^
30472018 C o c h i s e OisciosureOocome^
in starting or operating the Studio. The total listed above does not include compensation for your time or labor
or any return on your investment. Your costs will vary depending on such factors as: how closely you follow the
Club Pilates System; your management and marketing skills, experience and general business ability; and local
and general economic conditions, including disposable income. You should review these figures carefully with
a business advisor (such as an accountant) before making any commitments. In preparing the figures in this
chart, we relied on our affiliatcs'the experience of: (i) us and our affiliates in owning and operating Club Pilates
Studios utilizing the Proprietary Marks and System over the past 10 years (prior to selling the last 3 units to
franchisees this past year); (ii) our franchisees that have developed Studios, with a particular focus on those
franchisees that have opened using certain new components and standards that were integrated into the System
when our Parent acquired us; and (iii) our affiliate franchisors' experience with their respective brands.
B. Development Agreement
1
TYPE OF EXPENDITURE AMOUNT METHOD OF WHEN DUE TO WHOM
PAYMENT PAYMENT IS TO BE
MADE
2
Development Fee $125,000 Lump sum, in At signing of Us
cash, certified the
check or bank Development
wire Agreement.
Initial Investment to Open $131x095170,795 to See Chart A of this Item 7.
3
Initial Franchised Business $1@@J95261,245
TOTAL ESTIMATED INITIAL $256495295,795 to " This is the total estimated initial investment to enter
16
INVESTMENT $324^386,245 :
: into a Development Agreement for the right to own a
total of three Franchised Businesses, as well as the
costs to open and commence operating your initial
. Franchised Business for the first three months (as
described more fully in Chart A of this Item 7). See
NoteS.
Notes to Table B:
1
General. All amounts payable to us are nonrefundable, unless otherwise noted. Amounts payable to
suppliers/vendors are refunded according to arrangements you make with the vendor, if any. These figures are
estimates ofthe range of your initial costs in the first three (3) months of operating the initial Franchised Business
you are granted under your Development Agreement only. We do not offer direct or indirect financing, but we
may assist you in obtaining working capital through other sources. See Items 5 and 6, and other parts of this
Disclosure Document, for more information regarding Initial Franchise Fees and other costs.
2
Development Fee. The Development Fee is non-refundable. The Development Fee is described in
greater detail in Item 5 of this Disclosure Document, and this Development Fee is for the right to open and
operate a total of three Franchised Businesses (provided you comply with your development obligations under
the Development Agreement). If you choose to open more than three Franchised Businesses, your Development
Fee will be calculated as follows: (i) $125,000 for the right to open three CLUB PILATES Studios, plus an additional
$40,000 for the right to open each additional CLUB PILATES Studio (up to a total of five); (ii) $35,000 per CLUB
PILATES Studio i f y o u agree to open and operate between six and nine Franchised Businesses; and (iii) $30,000
per Franchised Business if you agree to open and operate 10 or more Franchised Businesses.
20
•20472018 Franchise Disclosure Document
v e s t m e n t f o r F ^ t Franchisee Business Thisfigure representsthetotaiestimated initial
investment required to open theinitiai Franchised Businessyou agreed t o o p e n and operate u n d e r t h e
Development Agreement You will he required to ent
the initial Franchised Business you open under your Development Agreement, most likely once you have found
aPremisesforthe business thatweapproveThe range includes all the items outlined in Charts.A. of this lt^
except for the $49,500 Initial Franchise Fee (because you are not required to pay any Initial Franchise
those Franchised Businesses you open under the Development Agreement) It does not include any ofthe costs
you will incur in opening any additional Franchised Business(es) that you are granted the right to open and
operate underyour Development Agreement.
IT5MB R55TRICTIONSON50URC550FPRODUCT5AND55RVIC55
You must operate all aspects of your FranchisedBusiness in strict conformance with the methods,
standardsandspecificationsofour5ystem. Our methods, standards, and specifications will be communicated
toyou in writingthroughourconfidentialManualsand other proprietary g u i d e l i n e s a n d w r i t i n g s t h a t w e p ^
for your use in connection with the Franchised Business and System We may periodically change our System
standards and specifications from time to time, as we deem appropriate or necessary in our sole discretion, and
you will be solely responsible for costs associated with complyingwith any modifications to the System.
Approved Products and Services
You may only market, offer,sell and provide the Approved Services, as well as any related merchandise
and other products that Franchisor authorizesforsale in conjunction withthe Approved Services (the"Approved
Products") at your Franchised Business inamannerthat meets ourSystem standards and specifications. We will
provide you w i t h a l i s t of our thencurrent Approved Products and Services, along with their standards and
specifications, as part of the Manuals or otherwise in writing prior to the opening of your Franchised Business.
We may update or modify this list in writing at any time
IfyouwishtoofferanyproductorserviceinyourFranchised Business otherthan our Approved Products

and Services, or use any item in connection with your Franchised Business that does not meet our System
standards and specifications, then you must obtain our prior written approval as described more fully in this
Item.
Approved Suppliers
We have the rightto require youtopurcbaseany items or services necessaryto operate your Franchised
Business fromasupplierthatwe approve or designate(each,an"Approved Supplier"),which may include us o^
our affiliate(s).We will provide you w i t h a l i s t of our Approved Suppliers in writing as part of the Ma
otherwise in writing, and we may update or modify this list as we deem appropriate.
Currently, we have Approved Suppliers for the following items that you must purchase in connection
with the establishment and/or operation ofyour Franchised Business^!) Proprietary Initial Inventory
Sale Startup Package; (ii) the Initial FFF Package: ^ i v ) certain other exercise equipment^supplies:^
graphics and exterior signage; (vyi) insurance coverage; (v^vii) shipping and installation se
materials, including the "Webinar Training" associated with the Teacher Training Program; and ( ^ i x )
proprietary pointofsale system (the"POS Systems) and thencurrent software we require you to use in
connection with that POS System and your Studio.
21
©3047201SCIubPiiat^ôê,^
30472018 C o c h i s e O i ^ o ^ e O o c o m e n t
We may develop proprietary products for use in your Franchised Business, including private lahel
products that hear our Marks, and require you to purchase t ^
ifyou wish to purchaseaproduct or service that we require you to purchase from an Approved Supplier
from an alternate source, then you must ohtain our prior written approval as outlined more fully in this item.
W e m a y provideour standards and specifications f o r o u r Approved Products and Services directly to our
Approved Suppliers, and may provide these standards and specifications to an alternative supplier you propose
i f ^ i ) we approve the supplier in writing as outlined
t o s i g n o u r p r e s c r i h e d f o r m o f nondisclosureagreementwithrespecttoany confidentialinformation we
disclose.
A s o f t h e d a t e o f t h i s disclosure Oocumentî) hosidos thoother than the Pre Sale Start up Package,
Proprietarylnitial Inventory Kit, I n i ^
areanApprovedSupplier for any items you are required to purchase in connection with your Pranchised
Business; and (ii) none of our officers own an interest in any of our Approved Suppliers other than us.
We reserve the rightto designate us or any of our affiliates asan Approved Supplierwithrespectto any
item you must purchase in connection with your Franchised Business in the future.
Required Purchasesand Rightto Derive Revenue
The products or services we require you to purchase or lease from an Approved Supplier,or purchase
or lease in accordance with our standards and specifications, are referred to collectively as your "Required
Purchases."We estimate that your required purchases, purchases from ApprovedSuppliers and purchases that
must meet ourspecifications in total will he a h o u t 7 0 % ^ 9 S % o f y o u r t o t a l purchases to e s t a h l i s h t h e S ^
ahout 10% ^to 20% of your purchases to continue the operation of the Studio. Please he advised that these
percentages do not include the lease payments that you make in connection with your Premises(as defined in
Item 11)
We reserve the right to derive revenue from any of the purchases (items or services) that our System
franchisees are required to make in connection with the Franchised Business. For the calendar year ending
Decemher 31, ^0462017, we derived $3^28,2^18,492,219 or 40^58% of our total revenue of
$9,^0,00027,185,793fromourfranchisees^ required purchases.
Non ApprovedProduct/Servlce and Alternate Supplier Approval
We may,hut are not obligated to, grantyourrequestto:(i) offer any products orservices in connection
with your Franchised Business thatare not Approved Products and Services; or (ii) purchase any item or service
we require you to purchase from an Approved Supplier from an alternative supplier.
If you wish to undertake either of these actions, you must request and ohtain our approval in writing
before: (i) using or offering the non approved product or service in connection with your Franchised Business;
or (ii) purchasing f r o m a n o n a p p r o v e d supplier youmust pay our thencurrent supplier or nonapproved
product evaluation fee when submitting your request, as well as cover our costs incurred in evaluating your
request. We may ask you to submit samples or information so that we can make an informed decision whether
thegoods,equipment,suppliesorsuppliermeetourspecificationsandqualitystandards.lnevaluatingasupplier
thatyouproposeto us, we consider not onlytbe quality ofthe particular product at issue, but also the supplier's
production and delivery capability, overall business reputation and financial condition. We may provide an
alternate supplier you propose w i t h a c o p y of our thencurrent specifications for any p r o d u c t s
22
©30472018 Ciub Pistes F r ^ h i s e , ^
30472018 ^ n c h i s e O i ^ i o ^ e O o c u ^ e n t
s u p p e r to soppl^ provided^
wespecify W e m a y a ^ o i ^ p e c t a p r o ^
that you ^ m b o r s e our actual costs a s s o r t e d with the t e s t i n ^ ^
We will notify you in writing within 30 days after we receive all necessary
our inspection or testing to advise you if we approve or disapprove the proposed item a n d / o r s u ^ ^
criteria we use in approving or rejecting new supplie^^
make it available to you upon request.Each supplierthat we approvemustcomplywith our usual and customary
requirements regarding insurance, indemnification and nondisclosure.if we approve any supplier,we will not
guarantee your performance of any supply contract with that supplier under any circumstances.We may re
inspect and/or revoke our approval ofasupplier or item at any time and for any reason to protect the hest
interestsandgoodwillofourSystem and Marks. The revocation ofapreviously approved product or alternative
supplier is effective immediately when you receive written notice from us of revocation and, following receipt
of our notice, you may not place any new orders for the revoked product, o r w i t h the revoked supplier.
Purchasing Cooperatives and Right to Receive Compensation
We may, when appropriate, negotiate purchase arrangements, including price terms, with designated
and Approved Suppliers on hehalf of the System. We may establish strategic alliances or preferred vendor
programs with suppliers that are willing to supply some products, equipment, or services to some or all of the
CLU8 PILATES Studios in our System. If we do establish those types of alliances or programs, we mayî) limit
the number of approved suppliers with whom you may deal; (ii) designate sources that you must use for some
or all products, equipment and services; and (iii) refuse to approve proposals from franchisees to add new
suppliers if we believe that approval would not be in the best interests of the System.
Weand/or our affiliate(s)may receive payments or other compensation from Approved Suppliers or any
other suppliers on account of these suppliers'dealings with us,you, or other Pranchised Businesses in the
System, such as rebates, commissions or otherformsof compensation.We may use any amounts thatwe receive
from suppliers for any purpose that we deem appropriate.Weand/or our affiliates may negotiate supply
contracts with our suppliers under which we are able to purchase products, equipment, supplies, services and
other items a t a p r i c e t h a t w i l l benefit us and our franchisees.
We reserve the right to create additional purchasing cooperatives in the future. We may negotiate
volume purchase agreementswith some vendors orApproved Suppliers forthe purchase ofgoods and equipment
needed to operate the Studio.
Franchisee Compliance
When determining whetherto grant new or additional franchises, we consider many factors, including
your compliance with the requirements described in this Item 8. You do not receive any further benefit asa
result of your compliance with these requirements.
Insurance
^ You are obligated to obtain and maintain, at your sole expense, all of the insurance coverages that we
require. Your policy or policies must be written hy an insurance company licensed in the state in which you
operate the Studio.The insurance company must have at least an"A" Rating Classification as indicated in A ^
Best'sKey Rating Guide, in accordance with standards and specifications setforth inthe Manual. The standards
23
©3O472018Ciub^t^^nchi5e,^
30472018 r ^ n c h i s e O ^ i o s u ^ O o c o ^ e n t
may vary d e p e n d s on the size o f y o u r ^
your type in your area, hut we t y p i c a l
Coverage Minimum Limits of Coverage

General Aggregate $5,000,000
Products/Compieted Operations Aggregate $5,000,000
Personal and Advertising injury $1,000,000
5ach Occurrence $1,000,000
Participant Legal Liahility $1,000,000
Professional Liahility $1,000,000
Employee Benefits Liahility (per employee) $1,000,000
Employee Benefits Liahility (aggregate) $2,000,000
Damage to Rented Premises (per occurrence) $1,000,000
Medical Expense (any one person) $5,000
Other current insurance requirements include: (i)"ALLRI5^ or special form property coverage of no les^
current replacement cost of the Studio's equipment, fixtures and leasehold improvements (tenant
improvements) sufficient intheamount to restore the Studio to full operations (with glass coverage no less t h ^ ^
a l i m i t of $25,000 and sign coverage no less t h a n a l i m i t of $10,000 in addition to equipment, fixtures and
leasehold improvements); (ii) Business interruption insurance with coverage for at least twelve (12) months for
actual losses; (iii) if you are usingavehicle in connection with your Studio operations, Auto Liahility ( ^ ^
N o n o w n e d a u t o s ) w i t h a $ l , 0 0 0 , 0 0 0 Comhined Single Limit Each Accident for Bodily Injury a n d P r o p e ^
Damage; and (iv) Employment Practices Liahilitywithalimit no less than $1,000,000 per claim and $1,000,0^
^ggôgate per location (and the retention may not exceed $1,000).
All insurance policies must name us and any of our affiliates as additional insured parties.
Computer System
You must purchase the computer system that we specify,including computer hardware, software, point
ofsale system, inventory control systems, and high speed network connections (collectively, the "Com
System"). The component parts of the Computer System must he purchased from approved suppliers. I f w e
require youto use any proprietary softwareorto purchase any software fromadesignatedvendor,you must sign
any software license agreements that we or the licensor of the software require and any related software
maintenance agreements. The Computer System is described in more detail in I t e m l l o f this Disclosure
Document.
ITEM 9 FRANCHISEE'S OBLIGATIONS
This table lists your principal obligations under the franchise and other agreements. It will help you
find more detailed information about your obligations in these agreements and in other items of the
Disclosure Document.
24
Section in Disclosure
Section in Franchise
Obligation Development Document
Agreement
Agreement Item
a. Site Selection and Sections 1.2, 6.1,6.2, 7.2 Section 8 Items 11 and 12
acquisition/lease and 7.3 of Franchise
Agreement
b. Pre-opening Sections 6.1, 6.2,7.2, 7.3 Section 8 Items 5, 7 and 8
purchases/leases and 8.4 of Franchise
Agreement
c. Site development and Sections 6.1, 6.2,7.1 and Section 3 Items 6, 7 and 11
other pre-opening 7.3 of Franchise
requirements Agreement
d. Initial and ongoing Sections 5.5 and 6.3 of Not Applicable Items 6, 7 and 11
training Franchise Agreement
e. Opening Sections 2.2 and 6.9 of Section 3, Exhibit B Item 11
Franchise Agreement
f. Fees Sections 3.2.F., 5, 9.1 and Section 9 Items 5 and 6
14.2 of
Franchise Agreement
g. Compliance with Sections 1.2, 2.2, 4.2, 6.4, Section 3 Item 11
standards and policies 6.6, 6.7, 7.1,7.3,7.4,8.7
/ Operating Manual and 9.3 of Franchise
Agreement
h. Trademarks and Sections 1.1, 4, 12.1, 15.1 Section 13 Items 13 and 14
proprietary and 15.3 of Franchise
information Agreement
i. Restrictions on Sections 1.3, 2.1,2.2, 7.1, Not Applicable Items 8 and 16
products/services 8.1 and 8.4 of Franchise
offered Agreement
j . Warranty and Section 8.3 of Franchise Not Applicable Not Applicable
customer service Agreement
requirements
k. Territorial Sections 1.3 and 8.8 of Section 1, 3, and Item 12
development and FranchiseAgreement Exhibit B
sales quotas
1. Ongoing Sections 8.4 and 10.3 of Not Applicable Items 8 and 11
product/service Franchise Agreement
purchases
m. Maintenance, Sections 3.2.D. and 7.4 of Not Applicable Items 6 and 17
appearance and Franchise Agreement
remodeling
requirements
25
Section in Disclosure
Section in Franchise
Obligation Development Document
Agreement
Agreement Item
n. Insurance Section 10.4 of Franchise Not Applicable Items 6, 7 and 8

Agreement
o. Advertising and Sections 5.6 and 9 of Not Applicable Items 6 and 11
Marketing Fund Franchise Agreement
p. Indemnification Section 11.2 of Not Applicable Item 6
Franchise Agreement
q. Owner's participation/ Sections 8.3 and 8.6 of Section 7 Item 15
management/staffing Franchise Agreement
r. Records and reports Sections 10.1 and 10.3 of Not Applicable Item 11
Franchise Agreement
s. Inspections and audits Sections 8.2 and 10.2 of Not Applicable Items 11
Franchise Agreement
t. Transfer Section 14 of Franchise Section 16 Items 6 and 17
Agreement
u. Renewal Section 3.2 of Franchise Not Applicable Item 17
Agreement
v. Post-termination Sections 13.1 and 15.3 of Sections 14,15 Item 17
obligations Franchise Agreement
w. Non-competition Sections 12.2 and 13 of Section 11 Item 17
covenants Franchise Agreement
x. Dispute resolution Section 16 of Sections 21, 22 Item 17
Franchise Agreement
ITEM 10 FINANCING
We do not offer direct or indirect financing for any amount due under the Franchise Agreement or
Development Agreement. We do not guarantee your note, lease or any other obligation.
ITEM 11 FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING
Except as listed below, we are not required to provide you with any assistance.
26
A Preopeomg A s k a n c e
Franchê Agreement
Before you epen the Studied
1 We w ^ provideyou (or,ifyou are a o e n t ^

Manager (if appointed) and any initial instructors ofyour Studio you designate,
Program, that at ieast you (or,if appropriate, your Designated Operator) wili need to compiete^^p
your Studio.We wiii typicaiiy provide the ioitiaiTraioing Program to you and your designat^^
SO days preceding your Studio opening, hut that timing wiii he subject to the avaiiahiiity and sched
training personneLWe wiii provide this initialTraioing Program at our corporate headquarters or ot^^
faciiitywedesignate,andthisinitiaitraining(asweiiasothertrainingprovide
is described more fuiiyheiow in this item underthe heading^raining". (Franchise Agreement, S e ^
2. if the Authorized Location for your Studio has not been identified at the time the Franchise
Agreement is signed, we wiii work with you to designateageographicai area within which you must secure an
Authorized LocationforyourStudio("DesignatedMarketArea").(FranchiseAgreement, S e c ^
comply with our obligations with respect to site selection assistance and site approval as set forth more fully
below in this Item under the heading "Site Selection Assistance and Time to Open".
S. Concurrently with the execution ofyour Franchise Agreement, we will loan you one copy ofthe
Manual,which contains mandatory and suggested specifications, standards and procedures. The Manual is
confidential and remains our property. We may modify the Manual. (Franchise Agreement, Section 6.4).The
Table of Contents of the Manual is attached to this Disclosure Document as Exhibit 5. The Manual currently
consists of S17pages.
4 Within SOcalendardaysofexecutionofyourFranchiseAgreement, wewill provideyou (through

the Manual or otherwise) with specifications for the layout and design of the Studio (Franchise Agreement,
Sections 6.2,7Btand7.S).
5. Within SOcalendar days of execution ofyour Franchise Agreement, we will provide you (through
the Manual or otherwise) w i t h a l i s t of the Pilates fitness equipment and gear,standard fixtures, fur^^^
supplies, and signs to be used in the Studio, as well asalist of Approved Suppliers(Franchise Agreement, Section
66)
6. We will license you the use of ourtrademarks (Franchise Agreement, Section 4.2).
7. We will consult and advise you on the advertising, marketing andpromotion for the Grand
Opening o f t h e Studios including your imolem
activity you conduct in coordination with the Opening Support Program provided hyourthencurrentAooroved
Supplier (Franchise Agreement, Section 6.9).
8 If you enter a Development Agreement, we will designate your Development Area.

^Development Agreement, Sectionland Exhibit A).
We are not required to provide any other service or assistance to you before the opening of the Studio.
B. Site Selection Assistance and Time to Open ^

27
©30472018Ci^Piiat^^^^,LLC
30472018ôch^0i5cioso^0ocome^
^^S^^ÂS^^nce
Yoo must a s s u m e ^ c o ^ ^ b ^
and devôpingaPremises for your Franchisee Business; a n d ^
building out the Premises for use asaFranchised Business, aiiio a c c o r d a n c e s
specifications, if the Authorized Location for your Studio has not heen identified at the
Agreement is signed, we wiii assign youaOesignated
Agreement, Section 1.3).
We may provide you w i t h ^ i ) our current written site selection guidelines, to the extent such g u i d e ^ ^
are in place,and any othersiteselectioncounseiingandassistancewe determine isappropriate;and(ii)thecontact
information ofany local real estate hrokerthatwe have an existing relationship with and that is familiar w i t h o u t
confidential site selection/evaluation criteria, if we know any such brokers in or around the D e s i g n a t e d ^
Areayouareassigned.(FranchiseAgreement,Sections1.2,1.3and61)
Our guidelines for site selection may require that you conduct, at your expense, an evaluation of the
demographicsofthemarketareaforthelocation.ldeally,theAuthorized Location ofyourStudiowill be
national tenant, anchored commercial retail center that meets our then current requirements for population
density,demographics, available parking, traffic flow and entrance/exit from the siteThet^^^
at least 1,S00 square feet and be inarectangular shape of 25 feet by 60 feet (Franchise Agreement, Section
61)
Ifyou locateasite, we will approve or disapprove ofthe site within 30 days after we receive any and all
reasonably requested information regarding your proposed site from you (Franchise Agreement, Section 1.2).
We useasoftware program to evaluate the demographics o f a m a r k e t area for site selection approval. I f w e
cannot agree o n a s i t e , we may extend the time for you to o b t a i n a s i t e , or we may cancel the Franchise
Agreement.
We must also have the opportunityto review and approve/reject any lease or purchase agreementfora
proposed location before you enter into such an agreement.We may condition our approval o n a n u m b e r of
conditions, including: (i) the inclusion ofthe terms outlined in Sections.2 ofthe Franchise Agreement an
5 t o the Franchise Agreement in the lease for the location; and (ii)receivingawritten representation from the
landlord of the Premises that you will bave the right to operate the Studio, including offering and selling
ApprovedProducts and Services,throughout the t e r m o f your Franchise Agreement.(Franchise Agreement,
Sections22(C)and7.2, and Exhibits)
YoumustsecureanAuthorizedLocationthatweapprovewithinsix(6)monthsofexecutingyourFranchise
Agreementfor that Franchised Business orwemayterminate that Franchise Agreement. (Franchise Agreement,
Section 1.2).
T^me to Ope^. ^ronc^se Agreement
We will authorize the opening of your Studio when (i) all of your pre opening obligations have been
fulfilled, (ii)pre opening training has been completed, (iii) all amounts due us have bee
insurance policies(and payment of premiums)and all other required documents have been received by us, and
(v) all permits have been approved. (Franchise Agreement, Sections S.4,5.S, 6.3 and 10.4).
^ D Thetypical length of time between the signing of the Franchise Agreement and^the time you open your
28
© 3 O 4 7 2 0 1 8 C i ^ P i ^ s F r a n c e , LLC
30472018 C o c h i s e O i s c i o ^ e O o ^ m ^ t
Studio is approximated t h r e e s
the time necessary to obtain a o a c c e p t a b i e ^
the construction and operation ofthe Franchised Business, to complete constructi^^
affected hy weather conditions, shortages, delivery schedules and other similar factors, to complete the i^^^
and exterior of the Franchised Business, including decorating, purchasing and installing fixtures, eq^^
signs, and to complete preparation for operating the Franchised Business, including purchasing any inventory or
supplies needed priorto opening.
You are required to open your Franchised Business within s i x ^ m o n t h s of executing your Franchise
Agreement, hutwe may agree in writingto provideyou with an additional t h r e e ^ m o n t h s t o o p e n y o u r S t u d i o if
you (a) have already secured an approved premises for your Studio, and (h) are otherwise making diligent and
continuous efforts to huildout and otherwise prepare yourFranchised Business for openingthroughoutthes^
month period following the execution of your Franchise Agreement. If you do not open your Studio within the
time period setforth inthe Franchise Agreement, wewill havethe option toterminate yourFranchiseAgreement.
(Franchise Agreement, Sections 1.2 and 2.2).
^metoOpen.êvôpment^reementôp^co^
Ifyou have entered intoaOevelopment Agreement to open and operate three (3) or more Franchised
Businesses, your Development Agreement will includeaOevelopment Schedule containingadeadlinehy which
you musthaveeachofyour Franchised Businesses open and operating. (Development Agreement, Exhibit A).
C. OurOhllgatlonsDurlngtheOoeratlon ofthe Franchised Business
^ror^c^seAêement
Duringtheoperation ofthe franchised business:
1. Wewillspecifyorapprovecertainequipmentandsupplierstobeused inthefranchised business

(FranchiseAgreement, Sections 6.6 a n d ^ . l ) .
2. We will provide additional training to you and any ofyour employees at your request. You are
responsible for any and all costs associated with such additional training (Franchise Agreement, Section 6 . ^
3. I f y o u do notobtain and maintain appropriate insurance coverage, w e m a y procurethe

coverage on your behalf.We will pass the cost onto you. (Franchise Agreement, Section 10.4.D.)
4. We may institute various programs for auditing customer satisfaction and/or other quality
control measures (Franchise Agreement, Section 8.2).
5. We will maintain and administer the marketing fund (tbe "Marketing Fund") (Franchise
Agreement, Sectional).
Tê^rêt^^n^
The MarketingFundwasestablished in 2014topromoteClubPilatesStudiosand the Brand onaNational

level. Franchiseewillberequiredtomakeacontribution ("Marketing Fund Contribution") of two percent (2%)
of its monthly Gross Salesto the MarketingFund. Such Marketing FundContributionwillbepayahle to
Franchisor^,weekly,fromthedaytheStudio is first opened for business or Franchisee rocoivospaymon^^
29
©3O472018Ci^Piiat^Fr^hi^,^
30472018 Franchise O i s c i o ^ e O o ^ m ^ t
receêapaymeotômmemb^ ^nehôrWew^ê
Fronchôeproyideyouwâtâ^5^^0)d^wr^
ânchise Agreement Section
r e m a r k e t i n g Fundisadministered hyus with the advice

"MFC") pursuanttoacharteragreementamong us and the memhers ofthe MFC. U^
is suhject to change, CiuhFiiates franchisees eiect or appoint^memhers to the MFC to s e ^ e f o r ^
corresponding to the calendar year and we seiect^memhers to serve f o r a o n e y e a r term corresponding to t^^
calendar year.The^memher MFC wiii, hyamajority vote, assist us in determining the selection and pia^
ofregional and national advertising. 5achMFCmemherhasonevote. Ifthe MFC isdeadlocked,ourPresidentwiil
hreakthedeadlockwiththedecidingvote,whichshallhehinding TheMarketingFundismaintainedandope
hyus with the assistance of the MFC to meet the costs of conducting regional and national advertising and
promotional activities which are deemed most heneficial to the System. The MFC serves in an advisory capaci^^
only. With the assistance of the MFC, we will direct all puhlic relations, advertising and promotions with sole
discretion over the message, creative concepts, materials and media used in the programs and the placement
andallocationthereof. We have the powerto form,change or dissolve the MFC. We will payforthese activities
from the Marketing Fund. The Marketing Fund contributions may he used for traditional advertising activities,
such as wehsite development, social media, puhlic relations, advertising campaigns (television, radio, prm^
othermedia), or other promotionswhich will raise awareness ofthe CLUB PII^TFShrand.(Franchise Agreement,
Sections6.8 a n d ^ . l ) .
Weare not obligated to ensurethat Marketing Fund activities or dollars are spent equally,onapro rata
basis, eitheronyourStudio, orall Studios in an area. Ahrief statementregardingtheavailahili^
franchises may be included in advertising and other items produced using the Marketing Fund, but we will not
otherwise use the Marketing Fund to pay for franchise sales or solicitations.
RâsonabloWe will have the right to make disbursements from the Marketing Fund will bo madosololy
for the payment of , as we determine aoorooriate to cover the costs and expenses incurred in
connoctionassociated with the gonoralmarketing, advertisingandpromotion of the brand,Marks and tho.
System, Studio locationsandBor the Approved Productsand Services, including: the c o s t o f formulating,
developing and implementing advertising and promotional campaigns; and the reasonable costs of
administering the Marketing Fund, including accounting expenses and the actual costs of salaries and fringe
benefits paid to our employees engaged in administration ofthe Marketing FundândBor creation, development
andBor placement of any creative andBor implementation of any campaigns associated with the same. The
MarketingFundisnotatrustorescrowaccount,andwe have nofiduciaryobligations regarding the Marketing
Fund. W e w ^ m a y retain independent certified public accountants to prepare an annual audit ofthe Marketing
Fund,attheexpenseoftheMarketingFund, and sendacopy of the audit to franchisees upon written request.
Our company owned or affiliate owned Studios, if and when operating, will contribute to the Marketing Fund a
the rate provided in our Franchise Disclosure Document. Should the advertising contribution for the System
decrease at any time, we have the right to reduce our contribution from company owned or afîllate owned
Studios to the rate specified forfranchised locations.
We are not required to spend all Marketing Fund contributions in the fiscal year they are received.
You agree to participate in all Marketing Fund programs. The Marketing Fund may furnish you with
marketing, advertising and promotional materials; however, we may require that you paythe cost of producing,
shipping and handling for such materials.
30
O u n n g t h e f i ^ t r e n d e d on OecemberS^ 2 0 ^ 2 0 1 ^ tbeMarketing Fund s p e n t ^ S ^ o f ^5
contributions on p r o d u c t i o n ^ ^ ^ o f ^ c o n ^ b u ^ ^
on administrative expensos, and 1^5% of its contributions on intornotroioto^
otber oniineoromotionai efforts
A^ve^s^^ner^^LocÂ^vert^n^ê^
You are responsible for iocai marketing activities to attract members to your Studio. We require you to
submit samples of aii advertising and promotional materials (and any use of tbe Marks and/or otber forms of
commercial identification)for any media, includingtbe Internet, World Wide Web or o t b e ^
obtainouradvanced written approval b e f o r e a n y f o r m o f cobranding, or advertising w i t b o t b e r brands,
products or services (FranchiseAgreement, S e c t i o n s )
You must strictly follow tbe social media guidelines, code of conduct, and etiquette as set forth in tbe
Manual regarding social media activities. Any use of Social Media by you pertaining to the Studio must be in
good t a s t e a n d n o t linked to controversial, unethical, immoral, illegalorinappropriatecontent. You will
promptly modify or remove any online communication pertaining to the Studio that does not comply with the
FranchiseAgreementortheManual^Franchise Agreement, Section 9.3)
As part ofyour material obligations under your Franchise Agreement, you must expend at least$l,500
per month on marketing and advertising materials that we approve in connection with the promotion of your
StudiowithinyourOesignatedTerritory(your "Local Advertising Requirement"). Upon our request
provide us with an accounting of your monthly expenditures associated with your Local Advertising
Requirement, along with invoices and other relevant documentation to support those expenditures. Please be
advised that the Local Advertising Requirement is onlythe minimum amount you must expend each month, and
we encourage you to expend additional amounts on the local promotion ofyour Studio.
We have not yet establishedalocal or regional advertising cooperative. We may, in the future, decide
to form one or more associations and/orsub associations of Club Pilates Studios to conduct various marketing
related activities onacooperative basis (a "CoOp") If one or more CoOps (local, ^
formed covering your area, then you must join and actively participate. You may be required to contribute such
amountsasaredeterminedfromtimeto time by such Co-Ops. (FranchiseAgreement, S e c t i o n s )
Oên^Sôôrt^roor^
Once your real estate lease is signed, you must being undertaking the "ore-sale" phase of opening your
Studio (the ^Pre-Sale Phase") wherein you will developaplan in coordinate with us and our Opening Support
Program that is designed to generate Studio clientele memberships or other sales prior to the opening of your
Studio, as well as generating prospective leads for membership sales at your Studio.The Opening Support
Program is provided by our third party Approved Supplier and is currently overseen by our internal m a r k e t s
and sales departments. Participation in the Opening Support Program is mandatory and will generally last
b e t w e e n 8 1 2 weeks depending upon the length ofyour PreSale Phase, and you will be required to expend
certain
31
©30472018 Ciub Pistes ^ n c h i ^ , ^
30472018 Franchise Oisciosure Oocument
0. Trommg
^ ^ T ^ n ^ o ^ ^ ^ ^
Prior to opemog your Franked B u s i n g you most ensure th^^^

Desisted Operator) competes the Owner/Operator Module o f ^
last^Shusiness days at our corporate headqua^
California); ^ ) your Designated Manager^fappomted) attend aod com
Program; and (iii) atyouroptioo and ifyouwish, one ^)ormoreiodiyidualsthat are C e r t ^
and thatwiil be responsive for providingthe Approved Services at your Franchisee
completetheOrientation Program component of our InitialTraining Program, which t y p ^
and is designed to provide advanced instruction on how to provide Pilates instruction, as weil as the other
ApprovedServices,inaccordancewithourSystemstandardsandspecifications.Whilethereisnospecificdeadl^^^
hy which you must complete the InitialTraining Program, you must complete all of yourtraining obligation
toopeningyourCLUBPItAT5SStudio.
Please note that you may elect to havecertain ofyour initial instructors and any subsequent instructors of
your Studio participate in completingtheOrientationProgram component of our InitialTrainingPr^^
via webinar/video instruction.With that said, we recommend that at least one(1) ofyour initial instru
to the InitialTraining Program with you (or your Designated Principal or Designated Manager,asapplicab^
complete the entirelnitialTrainingProgram (including the OrientationProgramcomponent)at the training
facility(ies) we designate.
In the eventyou are the owner ofmultiple Studios or otherwisewishtoappointathirdparty individual to

manage the day to day operations of your Pranchised Business, then that individual (a "Designated Manage
must (a) attend and complete at least the Owner/Operator Module (and, ifhe/sheisaCertified Pilates Inst^^^
and wishes to provide the Approved Services, the Orientation Program), and (b) otherwise be approved by us,
before assuming any management responsibility at your Pranchised Business. (Franchise Agreement, Sections S.S
and5.3).
We do not chargeatuition or training fee for you or your designated trainees (Designated Operator,Designated
Manager (if appropriate) or initial instructor(s)) to attend the appropriate training program(s)bel^^
these individuals attend atthesame time priortotheopeningofyourStudio.Youwill be responsiblefor^
andexpensesassociated with these individuals attending our InitialTraining Program. (FranchiseAgreement,
Section S.5).
32
©30472018 Ciob Pistes ^ o c h i s e , ^
30472018 Cochise OisciosureOocumeot
Our primary initial training programs as ofthe Issue Date ofthis Disclosure Document are described below:
TRAINING PROGRAM
Owner/Operator Module
Hours of Hours of
Subject Location
Classroom Training Oh-The-Job Training
Club Pilates Corporate
History and Philosophy 1 0
Office-Costa Mesa, CA
Real Estate 2 0
Office-Costa Mesa, CA
Construction 1.5 0
Office - Costa Mesa, CA
Expectations and Club Pilates Corporate
Obligations 1 0 Office-Costa Mesa, CA
Studio and Equipment Set- Club Pilates Corporate
up and Support 1 0 Office — Costa Mesa, CA
Club Pilates Training Studio
Pilates Class 0 1 - Costa Mesa, CA
Products 1.5 0 Office - Costa Mesa, CA
Intro to Studio Club Pilates Corporate
Management Software 1.5 0 Office-Costa Mesa, CA
Sales and Operations 3.5 0 Office-Costa Mesa, CA
Finance 3 0 Office-Costa Mesa, CA
Club Pilates Training Studio
Pilates Class 0 1 - Costa Mesa, CA
Staffing and HR Support 1 0 Office-Costa Mesa, CA
Marketing 3 0 Office-Costa Mesa, CA
Training Re-Cap and Club Pilates Corporate
Summation 1 0 Office - Costa Mesa, CA
Test 1 0 Office-Costa Mesa, CA
TOTAL 22 2
33
DESIGNATED MANAGER TRAINWVG-PRGGRAM
Designated Manager Training Program

Hours of Hours of
Subject Location
Classroom Training On-The-Job Training
Ingredients of a Successful
GM 1 0 At our corporate headquarters.
Club Ready Software 3 0 At our corporate headquarters.
Prospect Generation 2 0 At our corporate headquarters.
Pre-Sale, Soft Open, and

1 0 At our corporate headquarters.
Grand Open
Retail Sales At our corporate headquarters.

1 0
Teacher Training Sales and At our corporate headquarters.
Program 1 0
Sales Process: Domolntro At our corporate headquarters.

Classes and Memberships 4 0
Marketing At our corporate headquarters.

2 0
Private Training Sales corporate

1 0
Sales: Roll-Play & Agreement At our corporate headquarters.
Write-Up 2 0
Club Pilates Signature Class At our corporate training center.

1 0
"What Not to Do" At our corporate headquarters.

1 0
Comprehension Exam At our corporate headquarters.

1 0
TOTAL 22 0
Club Pilates Bridge Training is an instructor onboarding training. It is for all instructors bwedyou and
other System franchisees engage to work at a Club Pilates franchise location. Bridge Training is not a Pilates
certification nor is it meant to fill in gaps for non-comprehensive instructors. We normally conduct Bridge
Training monthly at corporate training centers and, as needed for new locations. Our primary instruction is
through videos, hands-on training, and a training manual prepared specifically for the Club Pilates Bridge
Training.
34
Bridge Training
Hours of Hours of
Subject Location
Classroom Training On-The-Job Training
VIDEO TOPICS: (Watch Prior to Day 1)
Option 1: Remote attendance at your Studio

Option 2: Club Pilates Corporate Office in
0
Costa Mesa, CA or Studio nearby
History & Culture 15 mins Option 3: Hosted at your Studio
0
Sales & BEMGIntro Classes 1 hour Option 3:,Hosted at your Studio
0
Retail 15 mins Option 3: Hosted at your Studio
0
Social Media 15 mins Option 3: Hosted at your Studio
0
ClubReady 30 mins Option 3: Hosted at your Studio
0
CP Flow Programming 15 mins Option 3: Hosted at your Studio
0
Hot topics 5 mins Option 3: Hosted at your Studio
0
TRX 45 mins Option 3: Hosted at your Studio
0
Barre 45 mins Option 3: Hosted at your Studio
0
Option 3: Hosted at your Studio
Trigger Point 45 mins
35
©30472018 Club Pilates Franchise, LLC -
Bridge Training (Continued)
DAY 1: In-Studio PRACTICAL LEARNING
0
Introductions 15-20 mins Option 3: Hosted at your Studio
Quick review of videos- 0 Costa Mesa, CA or Studio nearby
time for questions 20 mins Option 2: Hosted at your Studio
Club Pilates Equipment 0 Costa Mesa, CA or Studio nearby
Overview 20 mins Option 2: Hosted at your Studio
The CP way + Large Groups 0 Costa Mesa, CA or Studio nearby
& Mixed Levels 30 mins Option 2: Hosted at your Studio
Flow (Progressions + Option 1: Club Pilates Corporate Office in
Transitions + Creative 0 Costa Mesa, CA or Studio nearby
Sequencing) 1 hour Option 2: Hosted at your Studio
0 Costa Mesa, CA or Studio nearby
Level Appropriateness 1 hour Option 2: Hosted at your Studio
Spring Settings (cheat 0 Costa Mesa, CA or Studio nearby
sheet) 30 mins Option 2: Hosted at your Studio
Lunch 1 hour Option 2: Hosted at your Studio
Review New Modalities and Option 1: Club Pilates Corporate Office in
class examples (TRX, Barre, 0 Costa Mesa, CA or Studio nearby
Trigger Point) 3 hours Option 2: Hosted at your Studio
CP Classes 45 mins Option 2: Hosted at your Studio
Teaching Demos 30 mins Option 2: Hosted at your Studio
Private Training 0 Costa Mesa, CA or Studio nearby
Assessments . 30 mins Option 2: Hosted at your Studio
Bridge Training
DAY 2: In-Studio "Teach-Backs"
Review any questions as 0 Costa Mesa, CA or Studio nearby
needed 1 Option 2: Hosted at your Studio
Teach Full Class for Score 50 minutes Option 2: Hosted at your Studio
36
©20472018 Club.Pilates Franchise, LLC
Interactive Feedback for 0 Costa Mesa, CA or Studio nearby
each Instructor 10 minutes Option 2: Hosted at your Studio
TOTAL (All Parts of Bridge
4 to 5 hours
Training) 11 to 12 hours
Vanessa Huffman, whose biography is listed in Item 2, will oversee the initial training program. She has
13 years of experience in the fitness industry and has been with us or our affiliates since October 2015. Melody
Ward, whose biography is listed in Item 2, is in charge o f t h e Bridge Training Program and has been with us or
our affiliates since 2009. We normally conduct our training monthly, as needed, but we reserve the right to
change this schedule based on (a) demand, and (b) the availability of our instructors. Our primary instruction is
through hands-on training, videos, the Manual and other instructional materials we prepare specifically for one
(1) or more o f t h e initial training programs above in this Item. We may substitute other instructors to provide
certain parts of the Owner/Operator Module or Orientation Program, but these individuals will have all
completed the appropriate portion of the Initial Training Program on which they provide instruction.
On-Site Grand Opening Assistance (Discretionary)
Around the time you first open your Studio, we may send one (1) or more representatives to your Studio
to (a) provide assistance and recommendations regarding your opening and initial operations, and/or (b) provide
additional or refresher training associated with the Owner/Operator Module and/or Orientation Program, as we
deem appropriate in our discretion. If we determine to provide such on-site assistance, it will typically last
between 1-2 business days.
Orientation Program for Instructors - Ongoing
In the event you have one (1) or more instructors at your Studio that have completed the Orientation
Program, then those individuals may assist in the provision ofthe Orientation Program (including reviewing and
grading the test associated with the Orientation Program) to any other Certified Pilates Instructors that you wish
to engage to serve as instructors at your Studio. (Franchise Agreement, Section 6.3).
Teacher Training Program - Fees and Involvement of Franchisor
As part of the Approved Services, we will permit you to provide the Teacher Training Program at your
Franchised Business, provided you have a Certified Pilates Instructor that has (a) completed our Orientation
Program, and (b) otherwise met our then-current criteria to serve as a "Master Instructor" of the Teacher
Training Program (which, as previously disclosed, will be set forth in the Operations Manual or supplementary
Manuals). The Teacher Training Program typically involves approximately 450 to 500 hours of instruction,
including: (i) 12 days of online "classroom/webinar" training (the "Webinar Training") that can be completed
remotely (at home or at your Franchised Business or other local Studio that is authorized to provide the Teacher
Training Program); and (ii) approximately 40 days of practical, "hands-on" training, some of which can be
completed at home and some of which must be completed at a Studio that is authorized to provide the Teacher
Training Program. (Franchise Agreement, Section 6.3).
Presently, the Studios in our System typically charge a fee of $4,750 for an individual that signs up to
attend the Teacher Training Program. As disclosed in Item 6, we receive $2,000 of that $4,750 fee as
consideration for that individual to have access to our proprietary Webinar Training (and any other materials we
determine appropriate in connection with the Teacher Training Program). The remaining $2,750 is paid to the
Studio where the individual obtains the rest of the Teacher Training Program instruction, which may be your
37
©3O472018 Club Pilates Franchise, LLC
Fraochised Busmen ( p r o v ^ ^
the s e r v ^ o f a ^ u b Pistes " M a s t ^
franchise Agreement, Section 5.5)
While you couldtechoic^y hire m d ^ d o ^ s t o serve as i n ^

TeacherTraioing Program, we expect a^d strongly recommend that you instead h^
instructors that w i i i o n i y o e e d to complete our Orientation Program hefore they can heginprovidingthe
Approved Services at yourStudio.
Our standard franchise offering assumes that your initial instructor(s) will already he Certified
Instructors.Please note, h o w e v e r , t h a t ^ i ) w e w i l l describe the proprietary Teacher Training Program
heprovidedaspartofaStudio'sApprovedServicesinourOperations Manual or otherwritten materials that we
provide to you; and (ii) we may permit you to have one (1) or more instructors complete the TeacherTraining
Program while you are securing an approved premises foryourStudio and otherwise developing that Studio for
opening (hut this may involveahigher investment than our standard franchise offering described in Item 7).
B^dônoBTro^^
We may also provide, and require that you ând your Designated Operator and Designated Manager,as
appropriate) attend, u p t o five (5) days of additional trainingeach year at our designated training^^^
not charge anytrainingfee in connection with such trainingthat we require you to attend.(Franchise Agreement,
Sections).
You may request that we provide certain additional or refresher training to you, either at one (1) of our
designated trainingfacilities or onsite at your Pranchised Business. We reserve the r ^
current training fee hased on the numher of days of such training that we provide at your request (regardless of
location). (FranchiseAgreement, Section 6.3).
You will he responsible for the costs and expenses associated with you and your designated personnel
attending anysuchadditionaltraining described in this Item.(Franchise Agreement, Sections 5.5 and
F. ComputerSystem hardware and Software
You must acquireacomputerfor use inthe operation ofthe Studio. You must record all ofyour receipts,
expenses, invoices, memberlists,classand employee schedules, andother business information promptlyinthe
computer system and use the software that we specify or otherwise approve. Currently, the approved and
required software for use in the Studio is "ClubReady,"anonline/wehbased business management program
used for class scheduling, processing member credit and debit card payments, keeping your business records
and generating business reports among other things. A t t h i s t i m e , w e have approved no other compatible
program hut we reserve the right to do so at our sole discretion. If the approved supplier for the required
software changes, you must migrate your operations to the new required software at our direction. Thedetails
of these standards and requirements w i l l b e describedin theManual or otherwise in writing and may he
modified in response to changes in marketing conditions, business operating needs, or technology. (Franchise
Agreement, Sections 5.4,5.7 and 10.3)
You mustallowourapprovedsupplierto upgrade the proprietary database configuration ofthe required

software for the computer in your Studio as we determine necessary. Our approved supplier may provide you
periodicupdatestomaintainthesoftwareand may chargeafee for preparing the updates and maintaining the
software. There are no limitations on the frequency and cost of^.the updates. The system is designed to enable
38
©3047201S^Pii^^î^,^
20472018^nchise0iôê0ocomeot
u s t o h a v e i m m e d ^ ^ independent access t o t h e m f o r m ^ o n m o o ^ o r e d b y t h e s y s t e m , a n d t h e r e i s n o
contractual limitation on our independent access or use o f t h e i n f o r m a l
5ections54andl03)
You must purchase or lease, and thereafter maintain, such computer hardware and software, dedicated
high speed communications equipment and services, dedicatedteiephone and powerlines,modem(s),speakers,
and other computer related accessories or peripheral equipment as we may specify,forthe purpose of, among
other functions, recording Studio sales, scheduling classes, and other functions that we require. Youmust
provide such assistance as may he required to connect your computer system withacomputer system used hy
us We will have the right, on an occasional or regular hasis, to retrieve such data and information from your
computer system as we, in our sole and exclusive discretion, consistent with consumer privacy laws, deem
necessary. You must operate your computer system in compliance with certain security standards specified hy
us, which may he modified at our discretion from time to time. In view of the interconnection of computer
systems and the necessity that such systems he compatible with each other,you expressly agree that you will
strictly comply with our standards and specifications for all item(s) associated with your computer syst^^
will otherwise operate your computer system in accordance with our standards and specifications, franchise
Agreement, Sections54and 10.3).
To ensure full operational efficiency and optimal communication capability hetween and among
computer systems installed hy you, us, and other Cluh Pilates franchisees, you agree, at your expense, to keep
your computer system in good maintenanceandrepair,and following our determination that it w i l l h e
economical or otherwise beneficial to the System to promptly install such additions, changes, modifications^
substitutions and/or replacementtoyour computer hardware, software, communicationsequipmentand
services, telephone and power lines, and other computer related facilities, as we direct.
We reserve the right to require you to update or upgrade any computer hardware or software during
the term o f t h e franchise, and i f w e choose to do so, there are no limitations on the cost and frequency ofthis
obligation. The approximate cost of the ComputerSystemincludingacomputer or tablet computer,hardware
andsoftware isapproximately$l,200but our ApprovedSuppliermaypermityoutopaythisout o v e r l y months.
There is no initial fee to obtain the software. The approximate cost of any annual maintenance upgrades or
updates or maintenance support contracts varies widely from $ 0 t o $800, which does not include the software
fee of around $269 per month. We have no obligation to provide ongoing maintenance, repairs, upgrades or
updates, and any such obligations would be those of the software licensors.
IT5M^ TERRITORY
PranchlseAgreementÂuthorized Location and OeslgnatedTerrltorv
You will operate the Studio ataspecific location approved by us (referred to as yourÂuthorized
Location"). Once you have secured your Authorized Location, we will provide youaOesignatedTerritory within
whichyouwill have certain protected rights. YourOesignatedTerritorywillcontainamaximumofS0,000peo^^^
which will be approximatelyatwomile radius around your Studio, unless your Studio is located i n a m a j o r
metropolitan downtown area or similarly situated/populated central business district (a^Cent^^^
District") If your Studio is located inaCentral Business District, your D e s i g n a t e d T e r ^
people but may be limited toageographic area comprised of anywhere f r o m a r a d i u s o f t w o blocks to two miles
around yourStudio,aswedeem appropriate in our discretion.The size of your OesignatedTerritory may vary
from the territory granted to other franchisees basedon the location and demographics surrounding your
Studio.
39
©3O4720^C^Piiat^^nc^.L^ ^
20472018 Franchise O ^ i o s u ^ O o c u m e n t
The bouodanes ofyour O e s i g n ^
(hoth o a t u r ^ a n d m a o m a d ^ o r county ^ amap.Thosourcosweuseto
determinethe population within your Oe^gnatodTerritory^^
(such as data published h y t h e U ^ C o n s u s B u r e ^ ^
If you have heengraotedaOesignatedTerritory^peither we nor our affiliates will operate or estahl^^^

or authorize apotherCluh Pilates franchisee to operate or estahlishâStudiowithinyou^
Forthls reason your OesigâtedTerritory is deemed"exclusive"u^der applicahle fraoc^^^
please oote our reserved rights described later ip this Item).
Except as expressly provided in the Fraochise Agreement, you have no right to exclude, control or
impose conditioos on the location, operation or otherwise of present or future Studios, using aoy of the ot^^
braods or Marks that we now,or in the future, may offer,apd we may operate or license Studios or distribution
channels of aoy type, licensed, franchised or company owned, regardless of their location or proximity to the
Premises aod whether or not they provide services similarto those that you offer. You do not have any rights
with respectto other and/orrelated businesses, products and/orservices, in which we may be involved, now or
in the future.
While you and other Club Pilates Studios will be able to provide the Approved Services to any potential
clientthat visits or otherwise reaches out to your Studio, you will not be permitted to actively solicit
clients outside your OesignatedTerritory, unless we provide our prior written consent. Likewise, oth^
franchisees are not permitted to solicit and/or recruit prospective clientele within your DesignatedTer^^^
You will not be permitted to advertise and promote your Pranchised Business via advertising that is directed at
those outsideyourOesignatedTerritorywithoutourpriorwritten consent, which w e w i l l not unreasonable
withhold provided (a) the area you wish to advertise in is contiguous to your OesignatedTerritory,and(b)that
area has not been granted to any third party in connection with a Club PilatesStudio(or Development
Agreement) of any kind.
Wemaychoose,inoursolediscretion,toevaluateyourStudio for compliance withthe System Standards

using various methods (including,but not limited to,inspections,field service visits, s
monitoring, member comments/surveys, and secret shopper reports). You must meet minimum standards for
cleanliness,equipmentcondition,repair and function, andcustomer service. Your employees, including
independent contractors, must meet minimum standards for courteousness and customer service. (Franchise
Agreement, Section B.8A)
Unlesswaived by Franchisor due touniquemarket conditions, Franchisee mustmeetacertain Minimum

Monthly Gross Revenue Ouota. If Franchisee fails to achieve and maintain average monthly gross revenues of
$30,000bythe^yearanniversary ofthe opening ofthe Studio and average monthly gross r e v e n u e s o f $ 4 ^
b y t h e e n d o f t h e ^ y e a r anniversary and each succeedingyearthereafter,Franchisormayinstituteacorrect^
training program and/or require Franchisee to perform additional local marketing. If Franchisee fails to meet
the Minimum Monthly Gross Revenue Ouotafor36 consecutive months at any time during the term of the
FranchiseAgreement, Franchisormayinstituteamandatorycorrectivetraining program or terminate the
Franchise Agreement upon notice to you.
40
©30472018 Club Pilates Franchise. LLC . ,
Development Agreement
Ifyou are granted the r i g h t t o o ^

Agreement, then we will provide you w ^
yourOevelopmentArea will substantially vary from other System developers hasedon: ( i ) t h e n u m h e r o f
Franchised Businesses we grantyouthe rightto open and oper
general areawherewemutuallyagreeyou will heopenlngthese locations.The boundaries ofyourOevelopment
Area may be described in terms of zip codes, streets, landmarks (both natural and man made) or county lines,
or otherwise delineated o n a m a p attached to the Datasheet.
Each Franchised Business you timely open and commence operating under our then current form of
franchise agreementwillbeoperated:(i)fromadistinctsitelocatedwithintheDevelopmentArea;and
its own OesignatedTerritorythat we will defineonce the site forthat Franchised Business has been approved.
We will not own or operate, or licenseathirdpartythe right to own or operate,aStudio utilizing the
Marks and System within the Development Area until the earlier of: (i) the date we define the Oesignat^^
Territory of the finalFranchised Business you were granted the right to operate under the Development
Agreement; or (ii) the expiration or termination o f t h e Development Agreement for any reason Your
Development Area will be exclusive during this time period.
Upon the occurrence of any one of the events described in the preceding paragraph,your territorial
rights within the Development Area will be terminated, except that each Franchised Business that you have
opened and are continuously operating as of the date of such occurrence will continue to enjoy the territorial
rights within their respective DesignatedTerritories that were granted under the franchise agreeme^^^^
entered into for those Franchised Business(es).
You must complywithyourdevelopment obligations underthe DevelopmentAgreement,includingyour

Development Schedule, in order to maintain your exclusive rights within the Development Area. If you do not
comply with your Development Schedule, we may terminate your Development Agreement and any further
development rightsyouhaveunderthatagreement. Otherwise, wewillnotmodifythesizeofyourDevelopment
Area except by mutual written agreement signed by both parties.
Reserved Rights
We and our parent/affiliates reserve the exclusive right to conduct the following a c t i v e
Franchise Agreement and/or Development Agreement (as appropriate): (i) establish and operate, and license
anythirdpartythe rightto establish and operate, other Studios and Franchised Businesses using the Marks and
System at any location outside of your Designated Territory(ies) and, if applicable. Development A r e a ; ^
market, offer and sell products and services that are similar to the products and services offered by the
Franchised Business underadifferenttrademarkortrademarksatanylocation, within or o u t s i d e t h e D e s ^
Territory(ies) and, if applicable, the Development Area; (iii) use the Marks and System, as well as other su^^
marks w e d e s i g n a t e , t o d i s t r i b u t e a n y A p p r o v e d R r o d u c t s a n d / o r S e r v i c e s i n a n y a l t e r n a t i v e c h a n n e l o f
distribution,within or outside theTerritory(ies) and Development Area (including the
catalog sales, toll free numbers, wholesale stores, etc.), as further described below; (iv) to ac^^^^
or otherwise affiliate with, and afterthat own and operate, and franchise or license others to own and operate,
any business of any kind, including, without limitation, any business that offers products or services the same
or similarto the Approved Products and Services (but under different marks), within or outside your D e s i g n a ^
Territory(ies) and, ifapplicable,DevelopmentArea; and (v) usethe Marks and System, and licenseothers to use
41
©3O472018CiobPiia^^nê,^
Franchise O i ^ o s ^ O o c u m e o t
the Marks and System, to engage in any othe^
and, if apîcahie, your Oevelopment Agreement.
Neither the Franchise Agreement nor Oeveiopment Agreement grants you any right to engage in any of
the activities outlined in the preceding paragraph,or to s h a r e m a n y of the proceeds receiyedh
parent/affiliates or anythird party from these activities, unless we otherwise a g r e e i n g Further,wehave
no obligation to provide you any compensation for soliciting or accepting orders (via alternate channels of
distribution) within your Territory.
InternetSalesBAIternativeChannelsofCommerce
We may sell products and services to members located anywhere, even if such products and services
are similar to what we sell to you and what you offer at your Studio. We may use the internet or alternative
channels of commerce to sell CLUB PILAT5S brand products and services. You may only sell the products and
servicesfromyourapprovedStudiolocation, and mayonlyusetheinternetoralternativechannelsof commerce
to offer or sell the products and services, as permitted by us, in orderto register members for classes. Wemay
require you to submit samples of all advertising and promotional materials (and any use of the Marks and/or
other forms of commercial identification) for any media, including the Internet, World Wide Web or otherwise.
We retain the rightto approve or disapprove of such advertising, in our sole discretion. Any use of social media
byyoupertainingto the Studio must be in good taste and not linked to controversial, unethical,immoral,
or inappropriate content. We reserve the right to ôccupy^ any social media websites/pages and be the sole
provider of information regarding the Studio on such websites/pages (e.g.,asystemwideFacebook page). At
our request, you will promptly modify or remove any online communication pertaining to the Studio that does
not complywith the Franchise Agreement orthe Manual.You are not prohibitedfrom obtaining members over
the Internet provided your Internet presence and content comply with the requirements of the Franchise
Agreement.
Additional disclosures
NeithertheFranchiseAgreementnortheOevelopmentAgreementprovidesyouwithanyrightoroption
to open andoperate additional Franchised Businesses ( o t h e r t h a n as specifically provided for in your
Development Agreement if you aregrantedmulti-unitdevelopment rights). Regardless,each Franchised
Business you are granted the right to open and operate must be governed by its own specific form of Franchise
Agreement.
We have not established other franchises or company-owned outlets or another distribution channel
offering or selling similar products orservicesunderadifferenttrademark. We have not established, no^
presently intend to establish,otherfranchised or companyowned businesses that are similartothe France
Business and that sell our Approved Products and Services underadifferent trade name ortrademark, but we
reserve the right to do s o i n the future without your consent. Certainof our affiliates are involved with
franchising and other activities as previously disclosed in I t e m l o f t h i s Disclosure Document, and such a f ^
reserve the right to continue conducting franchising and other activities.
42
©30472018CiobPi^sFôchi^,LLC
30472018 C o c h i s e O i s c i o s ^ O o c u m e n t
ITEM 13 TRADEMARKS
We grant you the right to operate a Studio under the following Marks; we may authorize you to use
ancillary Marks as well. The following Marks are registered and owned by us on the Principal Register or the
Supplemental Register of the United States Patent and Trademark Office:
Mark Registration Number Registration of Glass

Apptieaiien/RUng-Date
CLUB PILATES Reg. No. 4255517 Reg. Date: Dccembor4, 2012 41
(Word Mark) (Supplomontal October 10, 2017
Regtste45304311
Reg. No. 4190273 Reg. Date: August 14, 44

(Principal RGgistor)5320155 3Q3aOctober31, 2017
CLUB PILATES
Reg. No. 5320156 Reg. Date: Oct. 31,2017
CLUB P I
LATE
|
Gt-UB PI1ATBS Reg. No. 4406173 Reg. Date: September 24, 2013 44
(Principal Register)
Reg. No. 4190273 Reg. Date: August 14, 2012
43
©263^2018 Club Pilates Franchise, LLC
Mark Registration Number Registration or Glass
Application/Filing Date
Reg. No. 5090777 Reg. Date: November 29, 2016 44
Do PILATES. DO LIFE. Reg. No. 5337925 Reg. Date: November 21, 2017
(Word Mark)
DO PILATESj Reg. No. 5337927 Reg. Date: November 21, 2017
DO LIFE
DO DILATES. DO LIF
I Reg. No. 5337929 Reg. Date: November 21, 2017
In addition, tho following Works arc ponding on tho Principal Register o f t h e United States Patent and
Tradomark Office:
Mark Serial No, Application/Filing Date Glass
CLUB PILATCS Serial No. 87015270 Filing date: April 26, 2016 44
(Word Mark) (Principal Rogistcr)
Do PILATCS. DO LIFE. Serial No. 87006969 Filing date: April 20, 2016 44
(Word Mark) (Principal Rogistcr)
DO PILATES. Serial No. 87008564

Filing Dato: April 20, 2016 44
DO LIFE.
44
©30172018 Club Pilates Franchise,.LLC
2O&72018 Franchise Disclosure Document
DO PILATCS. DO Lin. Sefial-No. 87010187
(PfmtfpaWtegj&tep)
Filing Date: April 22, 201& 4i
Set4aJ-W0r-87Q9858i fWAg Date: April 20, 2016 44

(Principal RogistQf)
m
CLUB PILATES
Serial No. 87008677 Filing Date: April 21, 2016 4i

ete&-
B PILATCS (Principal Rogister)
We expect and intend to submit all affidavits and other filings necessary to maintain the registrations
above. Wc assort common law rights with respect to tho Marks since we, or our affiliates, wore tho first to use
the resportivo marks. A registration on tho^Soppfemental Register grants us tho right to use the registered ®
symbol when the mark is used with tho Club Pilates Studio and any related products and services. It will also
block later filed applications from using confusingly similar marks for related goods. A registration on tho
Supplomontal Rogistcr does not provide all tho protections of o. registration on tho Principal Register. For
example, a Supplemental Registration does-not convoy-the presumptions of validity, ownership and exclusive
rights to use tho mark that attach with a registration on tho Principal Register. A Supplemental Registration
cannot bo used to stop importation of counterfeit products. Also, a Supplemental Registration can novor become
incontestable.
There are no presently effective determinations of the United States Patent and Trademark
Office, the Trademark Administrator of any State, or any court, nor any pending material litigation involving any
of the Marks which are relevant to their use in any State. There are no pending interference actions or
opposition or cancellation proceedings that significantly limit our rights to use or license the use of the Marks in
any manner material to the System. We have filed all required affidavits for the Marks and will continue to do
so. None of the Marks' registrations have come up for renewal at this point so we have not yet renewed any of
the Marks' registrations.
You must follow our rules when you use the Marks. You cannot use our name or any of the Marks as
part of a corporate name or with modifying words, designs or symbols except for those which we license
to you. You may not use the Marks in connection with the sale of an unauthorized product or service or in
a manner not authorized in writing by us. You must not use any other trade names or trademarks in the
operation of the Studio without first obtaining our written consent. You must not establish a website on the
Internet using any domain name containing the Marks or any variation thereof without our written consent. We
retain the sole right to advertise on the Internet and create a website using the Marks as domain names.
If it becomes advisable, in our sole discretion, for us to modify or discontinue use of any of the Marks,
or use one or more additional or substitute Mark, you must comply with our directions to modify or otherwise-
discontinue the use of such Mark within a reasonable time after notice by us. We will not be obligated to
compensate you for any costs you incur in connection with any such modification or discontinuance.
You cannot seek to register, re-register, assert claim to ownership of, license or allow others to use or
otherwise appropriate to itself any ofthe Marks or any mark or name confusingly similar to them, except insofar
as such action inures to the benefit of Franchisor and has our prior written approval. Upon the,termination or
45
© 2 0 ^ 2 0 1 8 Club Pilates Franchise, LLC
303^2018 Franchise Disclosure Document
caoceôooftheF^nchêAg^
reprodoîonsor^mu^^^
surrender to u s ^ M a r k s which you may have u s e d i o c o o n e c t ^
You must immediately notify us of aoy apparent infringement of or ch^^^^

mark. Although not obligated to do so, we wiii take aoy action deemed appropriate and will control any
litigation or proceeding You must cooperate with any litigation relatingtothe Marks which we or our a ^
or the Licensor,might undertake.
We are not aware of any prior superior rights or infringing uses thatwould materially affectyour use of
the Marks. But, there is alwaysapossihiiity that there might he one or more businesses, similar to the business
covered bythe Franchise, operating in or nearthearea(s)whereyou may do business, usinganame, trademark
andôr trade dress similar to the Marks and with superior rights to the name andôr trademark We strongly
urge you to research this possibility, using telephone directories, local filings and o ^ ^
any money,sign any documents or make any binding commitments. If you do not research the possibility of
othertrademarks in this business, you may be at risk.
There are no agreements currently in effect, which significantly limit our rights to use or license the use
o f t h e Marks.
IT^M^ PAT5NTS,COPYRi^T5ANOPR0^5TARYINFORMATiON
Y o u d o n o t r e c e i v e t h e r i g h t t o u s e a n y i t e m c o v e r e d b y a p a t e n t o r c o p y r i g h t , but you can usethe

proprietary information in the Manual. The Manuals are described in item 11. item 11 also describes the
limitations on the use of the Manual by you and your employees.
We have no registered copyrights, nor are there any pending patent applications that are material to
the franchise. However,we claim copyrights on certain forms, advertisements, promotional materials, software
source code and other Confidential Information as defined below.
There currently are no effective determinations of the Copyright Ofl^ce (or any court regarding any o^
the copyrighted materials.There are no agreements in effectwhich significantly limit our right^^^
the copyrighted materials.Finally,there are no infringing uses actually known to us that cou^
youruseofthecopyrightedmaterialsinanystate.Noagreementrequiresustoprotectordefendanycopyr^^
or you in connection with any copyrights.
In general, our proprietary information includes "Confidential Information" as defined in 5 e ^

the Franchise Agreement, some of which is contained in our Manual, and includes, among other things, all
information (current and future) relatingtothe operation o f t h e Studio o r t h e System, includm^^
things, all: (i)manuals, training,techniques,processes, policies,procedures,systems,dataandknowhow
regarding the development, marketing, operation and franchising o f t h e Studios; (ii) designs, specificate^
information about products and services and (iii) all information regarding members and s u p p l i e r s , ^
statistical andôrfinancial information andall lists^We disclose to you Confidential 1^^^
operationofaClubPilatesfranchise, andyou may learn additional information duringthetermofyourfran
We have all rights to the Confidential Information and your only interest in the Confidential Information is the
right to use it under your Franchise Agreement.
Both duringand afterthe term ofyour Franchise Agreement, you must use the Confidential Information
only for the operation of your Studio underaClubFilates
46
^3O^2018Ciob^^^î^.t^
30172018 ^ n c h i ^ O i ^ o s o ^ O o c u m e n t
the Confident informal
copies ofany portion ofthe C ^
unauthorized use or disclosure of the Confidentiai information. (Fra^^
We have the right to use and authorize others to use ail ideas, techniques, methods and processes
relating to the Studio that you or your employees conceive or develop.
You also agree to fully and promptly disclose all ideas^

to the franchise business that are conceived or developed hy you andôr your employees. W e w i l l havea
perpetual r i g h t t o use, and t o a u t h o r i z e o t h e r s t o use, thoseideas,etc. without compensation or other
obligation.
ITEM 15 OBLIÂTIONTOPARTIC^^
Under the Franchise Agreement, we do not require, hut do recommend, that you (or the Designated
Operator) personallysupervise the Studio.You may appointaDesignatedManagerwe approve to manage daily
operations of your Studio. We will not unreasonably withhold our approval of any Designated Manager you
proposed provided the individual has successfully completed the OwnerÔperator Module of our 1^^^^^
Programand,ifthatindividuaiwilibeprovidinganyApprovedServices,theOrientationProgr^^
the fullTeacherTraining Program). Once approved, your Designated Manager may assist in the direct, day^t^^
day supervision of the operations of the Studio, or to be the on premises supervisor if you choose not to
personally supervise the Studio lfyouareabusinessentity,yourDesignatedManagerneednotholdan
ownership interest in the business to he the on-premises supervisor.
You are solely responsible for the hiring and management of the Studio employees, for the terms of
their employment and for ensuring their compliance with any training or other requirements e s t a b l ^
You will keep us advised, in writing, of any Designated Manager involved in the operation o f t h e Studio and ^
contactinformation.YourFranchised Business must, at all times, be managed hy and staffed wit^
(1) individual who has successfully completed the OwnerÔperator Module of our I n i t i a l T r a i n ^ ^
You and your managers and employees must complywiththeconfidentiality provisions described in Item
14.You must executeapersonal guaranty concurrentlywiththe signing ofthe Franchise Agreement.^
legal entity,having more than one owner,all owners, shareholders, partners, ôint venturers, and any o ^
person who directly or indirectly o w n s a l O ^ or greater interest in the franchised business must executea
personal guaranty.
ITEM 16 RESTRICTIONSONWÂTTÊERANÎSEEMAYSELL
You must offer for sale and sell, only and all those Approved Products and Services, and deal only with
those suppliers, thatwe authorizeor require; and have authorized (See Item B).Princi^^^
purchase the amount and type of equipment, including Pilates Reformers,aPilates Ballet Bar,SpringBoar^^^
EÔ Chairs, TR^ equipment and other Pilates apparatuses and exercise equipment, and offer only those types
dfPilates and exercise classes that we authorize. Failure to comply with our purchasing restrictions may result
in the termination of your Franchise Agreement. We may supplement, revise andôr modify our Approved
ProductsandServicesas w e d e e m appropriatefrom time to time,as wellas our System standards and
specifications associated with the provision of these products^services.Thesechanges will be outlined in
Manuals or otherwise in writing, and there are no contractual limitations on our right to make the
changes.
47
©30172018 C i ^ P i i a ^ C o c h i s e , LLO
30172018 ^ o ^ e O i ^ i o s o ^ O o c u m e n t
I f w e disco^nue any Approved^
cease offering or selling such ^
ahealth or safety hazard (in which case you must immediately comply upon re^
not use the location of your Franchised Business for any other business purpose other than the operation of
your Franchised Business
You may not advertise, offerfor sale or sell, any products andôr services that we have not authorized
We reserve the right to change the types of authorized products and services at any time in our discretion. You
agree to promptly undertake all changes as we require from time to time, without limit, except we will not
require you to thoroughly modernize or remodel the Studio any more oftenthan once everySyears. You will
not make any material alterations to your Studio or its appearance as originally approved hyus without our prior
written approval.
You must refrain from any merchandising, advertising, or promotional practice that is unethical or may he
inûrioustoour husinessandôrother franchisedhusinesses or t o t h e goodwillassociated with the Marks
(Franchise Agreement, Section 42).
ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION
^ -THE FRANCHISE RELATIONSHIP

48
A, Franchise Agreement
Thistahieiistscertain i m p e r l a n t p ^
these previsions in the agreements attached to this OisciosureOecoment^
Paragraphs
Provision Summary
Agreement
a. Length ofthefranchise Praochise Agreement: Theterm is 10 years from the date the Franchise
term Paragraphs Agreement is signed.
h. Renewal or extension of FranchiseAgreement: Yeu have the option to extend the term fer two
term Paragraphs consecotiveSyear periods.
c. Requirements for renewal FranchiseAgreement: Yeu have complied with aii o f t h e Franchise
or extension Paragraphs 3 ^ and Agreement provisions; you are not in default of
34 the Franchise Agreement; you have hroughtthe
Studio into compliance with our current
standards; you have given us notice of renewal
no less than 90 days nor more thanlBO days
prior to the end of the initial term; youhave
signed a then current form of Franchise
Agreement, which may contain materially
different terms than the ones contained in your
Franchise Agreement; you have signedageneral
release in substantially the form of E^hihltFto
this Disclosure Document; and you pay us a
renewal fee equal to$10,000.
d. Termination hy franchisee FranchiseAgreement: Not applicahle.

NotAppiicahie
e. Termination hy franchisor FranchiseAgreement: The Franchise Agreement does not provide for
without cause NetAppiicahie termination without cause.
f. Termination hy franchisor FranchiseAgreement: We may terminate the Franchise Agreement

with cause Paragraphs! upon delivery of n o t i c e t o y o u i f y o u default
underthe terms o f t h e Franchise Agreement, as
further outlined helow.
g. "Cause" defined curahle FranchiseAgreement: The following constitute curahle defaults: you
defaults Paragraphia^ fail to comply with the Performance Standards;
or refuse to make payments due and do not cure
within 10 business days; or fail to comply with
any provisionof the Franchise Agreement not
otherwise mentioned in (h.) below or any
mandatory specification and do not cure within
the applicable cure period. Some defaults have
49
^ 3 O 1 7 2 0 1 8 ^ ^ t ^ ^ ^ i ^ ^
30372018 Franchise Oisciosure Document
Paragraph In
Provision Summary
Agreement
10 calendar day cure periods and some have 30

calendar day cure periods.
h. "Cause" defined- Franchise Agreement: The following events constitute non-curable
non-curable defaults Paragraph 15.1A defaults: failure to properly establish and equip
the premises; failure to complete training; make
a material misrepresentation or omission in the
application for the franchise; conviction or plea
of no contest to a felony, or other crime or
offense that can adversely affect the reputation
of you, us or the Studio; make unauthorized
disclosure of confidential information;
abandonment of the business for 5 consecutive
days unless otherwise approved; surrender of
control of the business; unauthorized transfer;
you are adjudicated bankrupt, insolvent or make
a general assignment for the benefit of
creditors; your misuse ofthe Marks; failure on 3
occasions within any 12 consecutive month
period, or 4 occasions in any 24 consecutive
month period to pay amounts due, or otherwise
to comply with the Franchise Agreement; violate
any health, safety or sanitation law or conduct
your operation in a manner creating a safety
hazard; or violating the rights and restrictions of
your territory; operating a competing business.
i. Franchisee's obligation on Franchise Agreement: Your obligations include: stop operations ofthe
termination/non-renewal Paragraphs 12,13 and Studio; stop using the Marks and items bearing
15.3 the Marks; stop using "CLUB PILATES" in any
form as part ofyour corporate name; assign any
assumed names to Company; de-identify the
premises from any confusingly similar
decoration, design or other imitation of a Studio;
stop advertising as a Club Pilates franchise; pay
all sums owed; pay all damages and costs we
incur in enforcing the termination provisions of
the Franchise Agreement; return the Manual
and other confidential information to us; return
all signs to us; assign your telephone and
facsimile numbers, electronic mail and internet
addresses to us; sell to us, at our option, all
assets o f ' the Studio, including inventory,
equipment, supplies and items bearing the
Marks; and comply with the covenants not to
compete.
50
Paragraphs
Proton Summary
Agreement
^ Assignment of contact by FranchiseAgreement: We maysellorassign some orall ofour business

franchisor Paragraphia to any subsidiary or affiliate of Club Pilates, any
purchaserofCiuhPiiates,orany purchaser of
the Marks and related business.
k. "Transfer" byfranchisee FranchiseAgreement: You may sell or assign your business, but only
definition Paragraphs! with our approval. We have sole discretion over
whether to approve or disapprove an
assignment
L Franchisor approval of FranchiseAgreement: We have the right to approve ail your transfers.
transfer hy franchisee Paragraphs^! andl42 We may place reasonable conditions on our
approval of any transfer.
m. Conditions forfranchisor FranchiseAgreement: You must be in compliance with ail agreements,

approval oftransfer Section!^ theManual,allcontracts with any party,and
transferee must assumeail obligations under
theseagreements; t r a n s f e r e e m e e t o u r t h e n
current requirements and complete or agree to
complete our training program for new
franchisees; ail sums due must be paid; ail
obligationstothird parties musthesatisfied; the
Studio must be in full compliance with the
Manual and standards and specifications for
new ClubPilates Studios; the transferee must
satisfactorily complete training; and the
transferor must paya$!0,000 transfer fee.
n. Franchisor'sright to acquire None There is no right for us to acquire your Studio

franchisee'shosiness except as outlined below.
o, Franchisor'soptionto FranchiseAgreement: W e h a v e t h e o p t i o n , exercisableby giving 30
purchase franchisee's Section ! 5 3 i days written notice to purchase any and all
business inventory, equipment, furniture, fixtures, signs,
sundries and supplies owned hyyou and used in
theStudio, at the lesser of (i^your cost less
depreciation computed onareasonahle straight
line basis (as determined in accordance with
generally accepted accounting principles and
consistentwithindustrystandards and customs)
or (ii) fair market value of such assets, less (in
either case) any outstanding liabilities o f t h e
Studio. In addition, we have the option to
assume your lease for the lease location of the
Studio, or if an assignment is prohibited, a
sublease forthe full remainingterm on the same
terms and conditions as your lease.
p Death or disability of FranchiseAgreement: Must be transferred within six(6) months.
51
Paragraph in
Proton Summary
Agreement
ânchisee Paragraphia
q. Non competition covenants FranchiseAgreement: You must not have any interest in any
during the term of the Paragraphs competitive business specializing, in whole or in
franchise part, in the sale of franchises or products that
are the sameas or similar t o a n y productor
service provided through the Studio.
Additionally,youmust not employ or seek to
employ any person employed hyus or by any of
our other franchisees, or otherwise directly or
indirectly induce or seek to induce such person
to leave his or her employment during the term
of the Franchise Agreement, without first
obtaining our consent or any other franchisee.
r. Non competition covenants FranchiseAgreement: You must not operatearetail Studio similar to
after the franchise is Paragraphs the CLUB PILATFS Studio from the premises for
terminated or expires 2yearsafterterminationwithinal0 mile radius
of any Club Pilates brand Studio. Additionally,
f o r a p e r i o d o f ^ y e a r s after termination o f t h e
Franchise Agreement, you must not shall notî)
solicit business from customers of your former
Studio, (ii) contact any of our suppliers or
vendors for any competitive business purpose,
or (iii) solicit any of our other employees, or the
employees of Franchisor'saffiliates or any other
System franchisee, to discontinue employment.
s. Modification ofthe FranchiseAgreement: The Franchise Agreement can be modified only

FranchiseAgreement Paragraphs by written agreement between us and you. We
can modify or change the System through
changes in the Manual.
t. integration^mergerciause FranchiseAgreement: Only the terms o f t h e Franchise Agreement are

Paragraphs binding(subjecttoapplicablestatelaw)andmay
only be modified to the extent required by an
appropriate court to make the Franchise
Agreement enforceable. Any representations
orpromisesoutside ofthis Disclosure Document
and other agreements may not be enforceable.
o. Dispute resolution hy FranchiseAgreement: You must first submit all dispute and
arbitration or mediation Paragraphs controversies arising under the Franchise
Agreementtoourmanagementand make every
effort to resolve the dispute internally.
At our option, all claims or disputes arising out

of the Franchise Agreement must be submitted
52
Paragraphia
Proton Summary
Agreement
to non hinding mediation, which wiii take piace

at our then current headquarters if the matter
is mediated,the parties wiii spiit the mediator's
fees aod hear aii of their other respective costs
of the mediation.
Except for our right to seek injunctive reiief in

any court of competent jurisdiction and as
otherwise described ahove, any ciaim arising out
of or relating to the Franchise Agreement or the
relationship of the parties, and any controversy
regarding the establishment of the fair market
value of assets of the Studio will be resolved in
binding arbitration beforeasingle arbitrator in
Orange County, California (subject to applicahle
state law).
^ Choice of forum FranchiseAgreement: Anyactionthat is notsubjecttoarbitration must
Paragraph 17.4 be brought in state or federal court in Orange
County,California (subject to applicable state
law)
w Choice of law FranchiseAgreement: The FranchiseAgreement isgoverned b y t h e
Paragraph 17.3 laws ofthe state of California without reference
tothisstate'sconflictoflaws principles subject
testate law), exceptthat any disputes oractions
involving any non-competition covenants,
including the interpretation and enforcement
thereof, must be governed by the law of the
state where the Studio is located.
[Remainder of Page fntcnti&mlly Left Blank]
A,B. DEVELOPMENT AGREEMENT
53
This table lists certain important provisions o f t h e Development Agreement and related agreements.
You should read these provisions in the agreements attached to this disclosure document.
SECTION IN
DEVELOPMENT
PROVISION SUMMARY
AGREEMENT OR
OTHER AGREEMENTS
a. Length of the term of the Section 1(B), Exhibit B The Development Schedule will dictate the
Development Agreement amount of time you have to open a specific
number of franchises, which will differ for each
Developer and will be specified in Exhibit B of
the Development Agreement.
b. Renewal or extension ofthe Not Applicable Not Applicable
term
c. Requirements for developer to Not Applicable Not Applicable
renew or extend
d. Termination by developer Not Applicable Not Applicable
e. Termination by franchisor Not Applicable Not Applicable
without cause
f. Termination by franchisor with Section 14 We may terminate your Development
cause Agreement with cause as described in (g)-(h) of
this Item 17 Chart.
g. "Cause" defined - curable Section 14(B) We may terminate your Development
defaults Agreement after providing notice and a 30-day
cure period (unless a different cure period is
specified below) if: you fail to meet the
Development Schedule; you fail to develop,
open, and operate each Studio and execute
each Franchise Agreement in compliance with
the Development Agreement; you
misappropriate or misuse the Marks or impair
the goodwill of the Marks or System; fail to
make monetary payment under the
Development Agreement or any Franchise
Agreement to us or our affiliate, and fail to cure
within 14 days of receiving written notice from
us; fail to correct a deficiency of a health,
sanitation, or safety issue identified by a local,
state or federal agency or regulatory authority;
or you fail to comply with any other material
term or material condition of the Development
Agreement or any Franchise Agreement.
h. "Cause" defined - non-curable Section 14(A) We may terminate your Development

defaults Agreement automatically upon written notice if:
you become insolvent or make a general
assignment for the benefit of creditors; file a
54
2Q172018 Franchise Disclosure Document
SECTION IN
DEVELOPMENT
PROVISION SUMMARY
AGREEMENT OR
OTHER AGREEMENTS
bankruptcy petition or are adjudicated
bankrupt; a bill in equity or appointment of
receivership is filed in connection with you; a
receiver or custodian of your assets of property
is appointed; a proceeding for a composition of
creditors is initiated against you; a final
judgment is entered against you and not
satisfied within 30 days; if you are dissolved,
execution is levied against you; a suit to
foreclose any lien or mortgage against any of
your Studios is levied; the real or personal
property of a Studio is sold after being levied
upon; you fail to comply with the non-
competition covenants of the Development
Agreement; you or your principal discloses the
contents of the Manuals or other confidential
information; an immediate threat or danger to
public health or safety results from the
operation of a Studio operated by you; you or
your Principal has made a material
misrepresentation in the franchise application;
you fail on 3 or more occasions within a one (1)
year period to comply with a provision of the
Development Agreement; or you fail to comply
with the transfer conditions ofthe Development
Agreement.
Developer's obligations on Section 14(D), Section Upon termination, you have no right to establish
termination/ non-renewal 15 or operate any Studio for which an individual
Franchise Agreement has not been executed by
us and delivered to you at the time of
termination. All of your obligations under the
Development Agreement which expressly or by
their nature survive the expiration or
termination of the Agreement (including the
non-competition covenants of Section 11),
continue in full force and effect until they are
satisfied or by their nature expire.
j. Assignment of contract by Section 16(A) We have the absolute right to transfer or assign
franchisor the Development Agreement and all or any part
of its rights, duties or obligations to any person
or legal entity without your consent.
k. "Transfer" by developer - Section 16(B) A transfer includes voluntarily, involuntarily,
defined directly- or indirectly, assigning, selling,
55
© m ? 2 0 1 8 Club Pilates Franchise, LLC
2Q17-2018 Franchise Disclosure Document
ACTION IN
DEVELOPMENT
PROTON SUMMARY
AGREEMENT OR
OTHERAGREEMENTS
conveying pledging subfranchising or
otherwise transferring any of the rights created
by the Development Agreement or any
ownership interest in yoo.
1 Franchisor approve o f ^ n s f e r Section!^ We most approve all transfers, but we will not
hydeveioper unreasonablewithholdourapproval ifyou meet
our conditions.
Conditions for franchisor Section 15(C) Our conditions for approvingatransfer include:
approvai of transfer all of you and your affiliates'money obligations
must be satisfied; you and your affiliates must
not be in material default of the Development
Agreement or any Franchise Agreement;you
must executeageneral release in our favor; the
transferee must meet our then current criteria
for Developers; the transferee must sign a
written assumption agreement assuming your
liabilitiesundertheDevelopment Agreement;
y o u m u s t o u r t h e n c u r r e n t T r a n s f e r Fee;and
you must pay any referral fees or commissions
that may be due to any franchise broker,sales
agent, or any other third party.
n FranchisoBsright offirst refosai Section 16(E) Except in certain circumstances

to acquire deveiopeBshosinoss (death/disability or transfer from individual
franchisee to business entity), you must provide
us withaperiod of 30 days to match any third
party offer to purchase any ownership interest
in the Development Agreement If we do not
exercise this right, then you will have 60 days to
effectuate the transfer to the third party that
m a d e t h e o f f e r o n those exact t e r m s ^ i f the
transfer does not occur or the proposed terms
oftheofferchangeinanyway,thenwewilihave
another30 days to e x e r c i s e o u r r i g h t o f first
refusal.
o. Franchisor'soption to purchase Not Applicable Not Applicable

deveioper'shusiness
p. Death or disability of developer Section 16(F) You will have a period of 90 days t o f i n d a
suitable legal representative that we approve to
continue the operation of your Franchised
Business, provided that personcompletesour
training program and executes eitherapersonal
guaranty o r a n e w Development Agreement.
56
©3O1720^Ci^^t^^î^^
30-172018 Franchise Disclosure Document
SECTION IN
DEVELOPMENT
PROVISION SUMMARY
AGREEMENT OR
OTHER AGREEMENTS
During this 90-day period, we may step in and

operate the Franchised Business on your behalf
and pay ourselves a reasonable amount to
reimburse our costs associated with this
operation on your behalf. We are not under any
obligation to step in and operate your business
during this period.
Non-competition covenants Section 11(B)(1) Neither you, your principals, guarantors, owners
during the term of the franchise or key employees, nor any immediate family
member of you, your principals, guarantors,
owners or key employees, may: (i) own,
operate, or otherwise be involved with.
Competing Business (as defined in the
Development Agreement); (ii) employ or seek to
employ any employees of us, our affiliates or
any other System franchisee/developer or
induce such persons to leave their employment;
or (iii) divert, or attempt to divert, any
prospective customer to a Competing Business.
Non-competition covenants Section 11(B)(2) For a period of two (2) years after the
after the franchise is terminated termination/expiration/transfer of your
or expires Development Agreement, neither you, your
principals, guarantors, owners, nor any
immediate family member of you, your
principals, guarantors, owners, may own,
operate or otherwise be involved with any
business that competes with us and is involved
in the licensing or franchising, or establishing of
joint ventures for the operation, of Competing
Businesses.
Section 11(B)(3) For a period of two (2) years after the

termination/expiration/transfer of your
Franchise Agreement, neither you. your
principals, guarantors, owners, nor any
immediate family member of you, your
principals, guarantors, owners, may own.
operate or otherwise be involved with and
Competing Business: (i) within the Development
Area; (ii) within a 40-mile radius of your
Development Area or any other designated
territory or designated area licensed by us to a
Studio as of the date of expiration/termination
57
©50472018 Club Pilates Franchise,.LLC
SECTION IN
DEVELOPMENT
PROVISION SUMMARY
AGREEMENT OR
OTHER AGREEMENTS
of the Development Agreement through the
date you attempt to engage in any competitive
activity prohibited by this Section.
During this two-year period, these parties are

also prohibited from: (i) soliciting business from
customers ofyour former Studios; (ii) contacting
any of our suppliers/vendors for a competitive
business purpose; or (iii) soliciting any
employees of us, our affiliates or any other
System franchisee or developer to discontinue
their employment.
s. Modification ofthe Section 23(F) Your Development Agreement may not be
Development Agreement modified, except by a writing signed by both
parties.
t. Integration/ merger/clause Section 23(G) Only the terms of the Development Agreement
(and ancillary agreements) and this Disclosure
Document are binding (subject to state law).
Any representations or promises outside of the
Disclosure Document and this Agreement may
not be enforceable. Nothing in this Agreement
or any related agreement is intended to disclaim
the representations made in this Disclosure
Document.
u. Dispute resolution by arbitration Sections 22(A)-(C) You must first submit all dispute and
or mediation controversies arising under the Development
Agreement to our management and make every
effort to resolve the dispute internally.
At our option, all claims or disputes arising out

of the Development Agreement must be
submitted to non-binding mediation, which will
take place at our then-current headquarters. If
the matter is mediated, the parties will split the
mediator's fees and bear all of their other
respective costs o f t h e mediation.
Except for our right to seek injunctive relief in

any court of competent jurisdiction and as
otherwise described above, any claim arising
out of or relating to the Development
Agreement or the relationship of the parties,
and any controversy regarding the
58
SECTION IN
DEVELOPMENT
PROVISION SUMMARY
AGREEMENT OR
OTHER AGREEMENTS
establishment of the fair market value of assets
of the Studio will be resolved in binding
arbitration before a single arbitrator in Orange
County, California (subject to applicable state
law).
v. Choice of forum Section 22(A) Any action that is not subject to arbitration must
be brought in state or federal court in Orange
County, California (subject to applicable state
law).
w. Choice of law Section 21(A) The Development Agreement isgoverned bythe
laws ofthe state of California without reference
to this state's conflict of laws principles (subject
to state law), except that any disputes or actions
involving any non-competition covenants set
forth in any agreement with us, including the
interpretation and enforcement thereof, must
be governed by the law of the state where the
Studio is located.
Applicable state law may require additional disclosures related to the information in this Disclosure Document.
These additional disclosures appear in Exhibit G, entitled State Specific Addenda, to this Disclosure Document.
ITEM 18 PUBLIC FIGURES
We do not currently use any public figure or personality to promote the franchise.
ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS
59
The FTC's Franchise Role p e r m ^ s a f ^
performance ofits franchised
and if the information is included in the disclosure document Financial performance information that differs
fromthatincluded in Item 19 may he given only i f ^ a f r a n c h i s o r provides the actual records of an existing
outlet you are considering h u y i n g ; o r ^ a f r a n c h i s o r supplements the information provided in this Item 19, for
example, hy providing information ahout possible performance ataparticular location or under p a r t i c u ^
circumstances.
BACKGROUND
This Item 19 discloses the historical financial information regarding the Studios that wer^
operating for the e n ^ ^ p e r i o d b e g i n n i n g s
measurement Periods and (b) operating by our System franchisees utilizing at least 1^
by our current franchise offering and System, and (c) operating utilizing tho designated software
tho POS System as required by our current franchise offering and System for the entire Measurement Por^^
(collectively,the "Representative Franchised Studios^
Rloaso bo advised that 16 ofthe Roprosentativo Studios wore owned and operated by System fronchisoos over
the Measurement Period (which^cludos two Ropresentativo Studios that were previously operated by us and
sold toafranchisoo),with tho romaining^Roprosontative Studios ownod and operated by us.Of the 77257
StudioswehadoperatingasOocomborofMarch31,201B^^,weexcludedtheinformationof(a^l5BStudios
from this Item on the grounds that they were not open and operating throughout the entire Measurement
Period(either becausetheyopened or closed atsomepoint^duringthe Measurement P e r i o d ^ a n d ( b ) 1 0 ^ ^
additional Studios from this Item on the grounds that they did not utilize at least 12 refor^^
operations as required under our current System standards and specifications (and as part of our standard
franchise offered under this Disclosure Document), and (c) eight (8) additional Studios from this ^
grounds that they did not utilize the dosignatod software providorforthe POS Systomas required by our current
franchise offeringand System fortho entire Measurement Period. ^
P a r t l o f t h i s l t o m T h e table below discloses the average gross revenue amongst ( a ^ t h e 2 c o m p a n y owned

RoprosontativeStudiosovorthoMoasuremont Period, (b)tho 1 6 ^ franchisee owned Representative Studios
over the Measurement Period-(the "Franchisee Owned Studios"), and (c) tho two (2) franchisoo ownod No
Model Roprosontativob)4B of those Franchisee Owned Studios (as explained in tho Notos in Part I) over tho
Measurement Period.
P a r t l l o f t h i s l t o m containsamoro dotaiiod Chart disclosing certain information that we were ableoper^^^

utilizingallutiiizingall "NewModel" updatestoobtainregardingoachoftho2Roproson^^
thatwere owned and operated bythisaffilioteovorthoMoasuromcnt Period, namoiy(a)thecompositionoftho
revenue figures described in P o r t l o f this Item,(b) certain operating costs that each of these Representative
Studios incurred over tho Moasuromont Period, (c) the remaining rovonuo gonoratod by each o f t h e s e
Roprosontativo Studios over tho MoasuromontPcriodimplementedin 2015 after deducting tho operating
expenses described above, and (d) the average amongst thoso affiliate owned Ropresontativo Studios with
respect to each of tho items doscribod in this paragraph. We did not require our franchisoos that own the other
16 Reprosontativo Studios to providoParentacouired us with their operating cost information, and wo did not
otherwise have access to this information as oftho Issue Date ofthis Disclosure Document—as such, we are not
able to present such data for those franchised Roprosontative Studios in Part II. (the "Franchisee-Owned New
Model Studios"^
60
Written substantiation of the data used in preparing this information will be made available upon reasonable
request, but please note that this information was provided to us by the respective owners of the Representative
Studios (except for the company-owned Studios). We have not audited this, information or independently
verified this information.
The Roprosontativofranchisee-Owned Studios described above have sold and expended the amounts set forth
in this Item below. There is no guarantee or assurance that your Franchised Business will sell as much or spend
as much as the Representative Studios disclosed in this Item.
It is important that you review the Explanatory Notes following each Table and General Notes at the end of this
Item 19, including those notes that may disclose actual or potential differences between the operation of one
(1) or more Representative Studios and the operation of a new Franchised Business, as part of your evaluation
of our franchise offering.
PART-k-AVERAGE GROSS REVENUE AMONGST FRANCHISEE-OWNED REPRESENTATIVE STUDIOS OVER THE

MEASUREMENT PERIOD
Number Average Gross Median Ofthe two (2)

Gross Revenue company-owned
Company-Owned Roprosontativo
Roprosontativo Studios, one (1) (or
Studio^Revenue 1
50%) ofthe
Roprosontativo
Studios gonoratod^
higher Gross
Rovonuo over tho
Moasuromont Period
than tho Average
Gross Rovonuo of
$447,051.86.Number
of Studios in Subset
that Met or
Exceeded Average
Average Gross $342,346.0689 $475.063 $456,079 O f t h e 16 franchisee
Revenue 4w owned
Franchisee-Owned Representative
Representative Studios, seven (7) (or
4 3
Stud*os Studios 43.6%) of the
Representative
-Studios^generated
higher Gross
Revenue over the
Moasuromont Period
61
Gr-05 s-Revenue-of
$342,346.0642 (or
47.2%)
Average- -Gress $585,242.2742 $526,636 $529.105 Ofthe 2 franchisee-
Revenue —i&f owned New-Model
Franchisee-Owned Roprosontativo
RepresentativoNew Stud-ieSr-one-f-l-HeF
Model Studios —New 50%) ofthe
3 2 3
Modet 0nlv ' Representative
Studios generated
higher Gross
Rovonuo over the
Measurement Period
than tho Average
Grees-ReveRwe-of
$585,242.2725 (or
52%)
Explanatory Notes to Pan I of this Item 19the Table Above
1. Gross Revenue. The term "Gross Revenue" means the total revenue generated by each
RepresentativoF.ranchisee-Owned Studio over the Measurement Period, including all membership and
class packages revenue, retail sales and "teacher training" income (described in Explanatory Note No. 2
following the Chart in Part II below).. Gross Revenue may not include certain income that each
Representative Studio may have generated from third-party vendors such as Groupon by virtue of
promotions ran by the Representative Studios through those third-party vendors because these vendors
were not able to provide us with the full reports detailing the income at issue as of the Issue Date of this
Disclosure Document.
2. New Model. The term "New Model" as used herein refers to Studios where (a) the franchise owner was
selected and signed by new Club Pilates management post acquisition in 2015; and (b) the Studio was
opened and operated in accordance with the new Club Pilates studio model created by new
management post acquisition in 2015. For clarity, these 348 New Model Representative Studios are a
subset of the 4689 franchisee-owned Representative Studios.
Ihe
62
PART II: CERTAIN OPERATING EXPENSES AND RELATED INFORMATION-R€€AF
REPRESENTATIVE STUDIOS
Bep-Stwdio-Norl Rep-Studio No. 2 Average19

K*f
% of Total Total
Amount Rovonuo Amount Revenue Amount Revenue
Total Rovonuo* 100,00% $423,371,96 400.00% 100.00%
Toachor Training
3
Rovonuo $20,850.00 4.43% $12,600.00 ^98% &74%
3
Troditionol Rovonuo $449,881.75 95.57% $410,771.96 9242% $430,326,86 96,26%
Certain Oporotmg Expense _*
Estimated-Royaltv (on
in-Studio Rovonuo
5
Only} $26,992.91 ^73% $21,646.32 5.82% $25,819.61 &78%
Estimated Poos Paid4ft
Connection with
Toachor Training
6
Revenue $8,778.95 4*86% $5,305.26 4-^5% $7,042.11 tS8%
7
Marketing Fund $8,997.64 IrM* $8,215.44 ±S4% $8,606.54 ism
8
Refit $42360.36 9.00% $57,965.29 13.69% $50,162.83 11.22%
9
Merchandise Costs $46,311.94 9-84% $49,819.5; 11.77% $48,065.73 10.75%
0
Advertising/Promotion* $19,896.61 4r33% $26,890.37 W5% $23,393.49 &23%
Merchant Account
4 1
Services ' ' $16,419.69 &49% $14,409.97 &40% $15,414.83 &4S%
12
Cloaning &SQ% $4,012.51 $4,133.38 0r93%
43
insurance $2,784.96 0rS@% $2,421.00 $2,602.98 Q 53%
44
Water $1,259.24 &27* $ 1,608.30 008% $1,433.77 &33%
Total of Certain Operating
Expenses
Sr4 Ht
(excl. Payroll)* * * $178,056,54 37,83% $195,293,98 46.13% $186r676^6 41,74%
Total Revenue Less
Certain Operating
48
Expenses (excl. Payroll) 62.17% $228,077,98 53.87% $260,376.60 58.24%
Part II ofthis Item 19
^—Total Revenue. For ooch RoproGontotivc Studio, tho torm "Total Rovonuo" means tho total rovonuo
generated through tho offer, sale and provision of all sorvicos and products at, from or through that
Stotte-highest Gross Revenue figure over the Measurement Period?
^—Teacher Training Revenue. For each Roprosontativo Studio, tho torm "Toachor Training Rovonuo" moans
the revenue generated by that Studio the subset of 89 Franchisee-Owned Studios and 42 Franchisee-
Owned New Model Studios disclosed in the Chart above was $918,467, while the lowest Gross Revenue
figure over the Measurement Period in connection with tho sale and provision ofour proprietary Pilates
instructor training program to its cliontolo (tho "Teacher Trominc Program"), wWehwas (a) is designed
63
te-prnvWe-edweation to third-party etieftfel€-4i^Fdef-49f-W€f^*ef^^
nocosGary to bocomo a Pilates instructor, (b) tho company oweed—Repfesenta#v€—Studios made
avaiâble-te-cWentelc over the M o a s ^ m e # W ^ i 0 d - a t - a f i ^ p R > x 4 m a t e ^
yee will be authorized to offer and provide at your franchised Studio provided you complete our Initial
Training Program. Please also see Explanatory Note No. 6 below for additional information on the costs
associated with the Toachor Training Program.
&—Traditional Revenue. For each Representative Studio, the term "Traditional Revenue" means the
revenue generated at that Studio over tho Measurement Period from tho sale of memberships, class
based packages and all other Approved Products and Services that these Studios are authorized to offer
and ceil, other than the revenue generated by that Studio's provision of the Teacher Training Program
(which is detailed in Explanatory Note No. 2 above).
4:—Certain Operating Expenses. The term "Certain Operating Expenses" moans the specific operating
expenses identified on tho profit and loss statement for each Gempany-ewned-Representativc Studio
over the Measurement Period (which ore sot forth in tho rows immediately following this heading in the
Chart sot forth in Part II of this Item 19).
5. Estimated Royalty. For each Representative Studio, the term "Estimated Royalty" means the Royalty Fee
we would have had to pay us over tho Measurement Period if that Studio was owned by a franchisee
and governed by our current form of Franchise Agreement (attached to this FDD as Exhibit A), which
would amount to six percent (6%) of the Traditional Revenue of that Studio over tho Measurement
Period.
3. It is important to note that tho "Estimated Royalty" figures provided for each company-owned
Representative Studio in this Part II Chart ore only an estimate. For clarification purposes, we did not
actually pay us this amount because they are not required to pay us any Royalty in connection with
operating itsSl77,557 amongst all Franchisee-Owned Studios. We included an Estimated Royalty in this
Chart for each Representative.Studio amounting to six percent (6%) that Studio's Traditional Revenue
over the Moasuromont Period (i) because that is the amount you will be required to pay to us in
connection with the Traditional Revenue you generate at your Franchised Business, and (b) in a good
faith effort to provide you with on accurate picture oftho typo of expenses you might incur in connection
with your franchised Studio(s)., and (b) $210,182 amongst the Franchisee-Owned New Model Studio
subset.
a?—Under your Franchise Agreement, the Royalty described in Item 6 of this Disclosure Document
will only apply to your Traditional Revenue. You will be required to pay us tho flat foe described
in Explonatory Note No. 6 in connection with each client to whom your Studio provides the
Teacher Training Program.
&—Estimated fees Paid in Connection With Toachor Training Revenue. Under your Franchise Agrooment,
you will be required to pay us a flat fee amounting to $2,000 in coRfteefcion-wfth-eacfr-elient you sign up
to attend tho Toachor Training Program. Like the Estimated Royalty described in Explanatory Note No. 5
above, however, the figures that are provided for each Representative Studio as tho "Estimated Fees
Paid in Connection With Toachor Training Revenue" is only an estimate that-is (a) calculated based on
tho number of clients to whom that Studio provided tho Teacher Training Program over the
Measurement Period, and (b) designed to prGvide-yeo-with-an-accuMte-pictureôf-the-type-Gf-expenses
you might incur in connection with your franchised Studio. To bo clear, we did not actually pay the fee
" amounts disclosed in this Part II Chart for this lino item expense—we do riot have an agreement with
64
©3Q±?2018 Club Pilates Franchise, LLC
2W2018 Franchise Disclosure Document
o u ^ ^ o s t h o t requires p o y ^ ^
Pronehise Agreement
^ — ^ p r ^ ^ ^ n ^ For eaeh R e p r e s e n t e e Studio^he term "Mor^^

by that Studio osoeontributio^
^ U 8 P ^ T ^ b r o n d , M o r k s and System ^ s described more f u i i ^
Speeifieoiêocboîiiote-owped Representative Studio poido^ce^
two percent (2%) of tbeTroditionai Revenue generated by tbat Studio over tbe Measurement Periods
w b i c b i s t b e a m o u n t we currently require our francbisees^topay under tbeir respective franchise
agreements.
^ — ^ e n t . Foreacb RepresentativeStudio,tbeterm"Rent"meanstbe cumulativeamount tbat Studio

expended on rent, common area maintenance and otber amounts due^nder tbe lease for tbe premises
of tbat Studio over tbe Measurement Period. Riease note t b a t ^ i ) none of the Representative Studios
received any "free rent" or^deferredrentôvertbeMeosurementPeriod^ and (ii) given tbat each o f t b ^
Representative Studios described in tbis Part ii were open for some time as of tbe commencement of
tbe Measurement Period, none of these locations were required to pay tbeir respective landlord any
security deposit or other amounts that might typicaiiy be due at tbe beginning o f a l a n d i o r d tenant
relationship.
^ — ^ e r c ^ o n d ^ o C o s t ^ For each Representative Studio, the term "Merchandise Costs" means the amount
expended by that Studio over the Measurement Period in connection with merchandise that is sold to
clientele in connection with ciassesand memberships.
10. A ^ r t ^ n ^ ^ n d ^ r o m o ^ o n . ForeachRepresentotiveStudio^tbeterm"AdvertisingandPromotion"
means that amount expended by that Studio over the Measurement Period in connection with other
advertising and promotional materials and efforts.
11. êrcôntAcco^ntôr^ces. For each Representative Studio,the term"Merchan^

means the amounts expended by that Studio over the Measurement Period on fees charged in
connection with credit card processing by the desi
used by that Studio (and which you are required to use in connection with your franchised Studio as of
the issue Oate ofthis Disclosure Oocument).
12. ^ e o ^ n ^ . For each Representative Studio, tbe term "Cleaning

of that Studio expended on cloaning services at that Studio over the Measurement Period
13. ^nsônce. For each Representative Studio, the term "lnsurance"meons the amount expended by that
Studio over tho Measurement Period in order to maintain the proper levels and coverages of insurance
required to operate that Studio. Please note thot eocb of the Representative Studios disclosed in this
Part II Chart purchase insurances (i) from the same third party supplier that, as o f t h e Issue Date ofthis
Disclosure Document, has been designated to serve as tbe supplier for our franchisees^respoctive
insurance coveragesrequired underour Franchise Agreement andôrcurrent Manualsând (ii) in
amounts tbataresimilarto that which you will be required to purchase underyour Franchise Agreement
14. ^ o t e r . F o r each Representative Studio, the term "Water" means the amount expended by tbat Studio
over tbe Measurement Period in connection with having running water on site at its premises.
15. T o t o ^ o ^ C e r t o ^ O p e r o t ^ ^ p e n ^ e s . This figure is calculated by taking t h ^

items detailingspecificoperating expenses over the Measurement Period, which are discussed more
65
©30^20180^ Piiat^^nchise.^
^0^2018 ^nchiseOiôêOocoment
Mly-m-E-xfrtonotory Nete44&s -54krougfr-2-3-^^
: figure may not include
(a) every single item that could be consWefed-on "operating cost" o f t h e Representative Studios over
the Measurement-Period, or (b) a#-the co&ts-e^-goods-you-w+ll-incur-in-eennection with the operation of
a new Franchised Business. Specifically, among those operating costs/expenses that are not included
under Certain Operating Expenses are those relatod-to: (i) salary, draw or other compensation for the
owner of each Representative Studio; (ii) compensation paid to Instructors and other personnel at tho
Studios; (iii) meals and expenses incurred by-tbe-ownemm-connection with promoting the Representative
Studios; (iv) automobile/vohicle expenses; (v) third party cleaning service or shipping fees incurred over
the Measurement Period; (vi) certain taxes and related liabilities; (vii) telephone related expenses (as
none of the Representative Studios in Part W-incurred-such expenses) or cell phono charges for the
owner/monogor of tho Representative Studios; (viii) fees that might bo charged by a third party provider
in connection with payroll processing; (ix) bank service foes; (x) office supplies; (xi) general supplies, such
as cleaning supplies; (xii) computer and internet expensesH-xiii) professional fees; (xiv) costs for repairs
and maintenance; (xv) towel services; (xvi) utilit4es7^(xviiffms€ellaneous costs such as travel expenses
and/or uniform expenses (as of the Issue Date-of-tWs-Disdesufe-Deeumont wc do not have any branded
uniform requirements, but wc reserve tho right to implement such uniform policies in the future).
16. No Instructor Expense. Please be advised that tho Part II Chart does not include any compensation paid
to Instructors and other personnel at the Studior
17. We strongly recommend that you speak to your business advisors to identify all types of operating costs
and expenses, including those related to marketing and advertising your Franchised Business, and
discuss them with your business advisor before entering into any agreement with us to purchase o
franchise.
18. Total Revenue Less Certain Operating Expenses. For each Representative Studio, this figure is calculated
by taking the Total Revenue figure set forth in tho Port II Chart for that Studio and deducting the Totol
of Certain Operating Expenses figure for that Studio also sot forth in that Chart. This calculation is subject
to the figures in the Chart and tho various Explanatory Notes set forth in this portion of Itom 19.
19. Average. Each line item in the Part II Chart has-wÂv^rage" column, which is calculated as follows:
a;—"Average Amount" for each revenue and operating cost line item disclosed in the Part II Chart is
calculated by taking the sum of all two (2) Representative Studios' amount for that given lino
item, and then dividing that cumulative figure by two (2); and
b—"Avg. % of Total Revenue" for each lino item is calculated by taking tho sum of all two (2)
Representative Studios' amount for that given line item, and then dividing that figure by the
cumulative Total Revenue of those two (2) Representative Studios over the Measurement
Period.
e—For each lino itom in the Average columnof the Part II Chart, one Representative Studio (or 50%)
mot or exceeded the Average of such lino itom.
Mote-Regarding Regresentativethe Disclosed Studios and Item 19 Generally
—Wên-r-eviewing-t-his-kem 19 and^-evaiuatinôur-fr-anchise-of-fering-generaUyT-it is very impor-tant-to

note tho following characteristics of Representative Studios described in this Item 19 (as compared
to a now Franchised Business):
66
^—Tbe torntory wherein ea^h componôwoed RoprosontotiveStuô operotosis locotod
w i t b l n D t ^ ^ ^ e ^ ^ ^ ^ ^
reputation oodgo^neredôodwâmoogsttboroiovanttar^^
anotbor region of t b o ^ n i t e d ^ t e ^ b e ^ t b e r e are no Studio
b^^^ômpany^wnedêpresenta^
iicensoagroomontwitbFrancbôr, buteacboftbeseiocationsâsdetailed rporef^^^
lioftbisitern^doosu^^tbeârksaodSystorninamannersirniiartob^^
required to use suob^tellectuai property in tbeoperationofanewFranobisedBusino^
^—Tbe company owned Represeotatiye Studios were not required to pay us or any otber party
an initial Franebise Fee or tbe otber ipitiai fees described in i t e m S o f tbisDiseiosure
Document. Attbe same time, none oftbecompaoy owned Representative Studios iocurrod
tbe various otber pre opening costs aod expenses over tbe Measurement Period tbat you
are iikeiy to incur in connection witb tbe deveiopmontofanewFrancbised Business—this
is because these Studios were ailôpen and operating for some time as of tbe date tbe
Measurement Period commenced;
d^—Piease note that both of the companyôwned Representative Studios are smaiierthon ^
square feet in size.You wiiirecaii tbat our standard franchise offering expects that your
FrancbisedBusinesswiiibeapproximateiyl,SOOsquarefeetinsize;and
e^—Certain aspectsofthecompany owned Representative Studios are primarily managed ona

day to day basis by a single individual tbat is engaged hy the companyDownod
Representative Studios. While this engagement would be similar to you engaging a
"OesignatedManagorôr other third party to assist in managing certain aspects of your
Pranchised8usiness,wedonotexpectthatyouwill be engaging suchathird party at the
outset of operating your new Franchised Business(unless you areamulti unit owner).
2 ^ S o m e outlets have sold and earned this amount.Your individual results may differ.There is no
assurance you^ll sell or earn as much. Your results may vary upon the location of your Franchised
Business. Your results may also vary because you will be establishing and o p e r a t i n g a s t a r t u p
business.
^ ^ T h e analysis ahove in this Item may not contain complete information concerning the operating
costs and expenses that you will incur in operating your Franchised Business. Operating costs and
expenses mayvarysubstantiallyfrom business to business.
^ ^ T h e figures provided in this Item exclude certain tax liabilities forwhich you will be responsi^^^
5 ^ T h e figures disclosed in this Item may not include all the professional fees or other administrative
expenses that you might incur in connection with opening and commencing operations of your
Franchised Business, including legal and accounting fees.
^ ^ l o t e r e s t expense, interest income, depreciation, amortization and other income or expenses will
vary substantially from business to business, depending on the amount and kind of financing you
obtain to establish your Franchised Business.You should consult with your tax advisor regarding
depreciationandamortizationschedules and the periodoverwhichassets o f y o u r Franchised
67
©3O3^201SCiubPii8t^^î^,LtC ^
30^2018 Cochise O i ^ l o ^ e O o c u m ^
Business may be a m o v e d or d e p r e c i ^
tax iegisiation. Please note that tbe ^
or amortization
^^xpensesandeosts,asweiiastbeactuaiaceountingandoperationalmetbodsempioy^^
franebisee, may signifieantiy impact profits realized in any particular o p e r a t e
yary from Francbised Business to Prancbised Business, and we cannot estimate tbe results o f a
particular Prancbised Business.Tbe revenues and expensesofyourbusinesswillbedirectlyaffected
by many factors, sucbas:(a) your Designated Territory's geographic locationandpopulation
demographics; (b) advertising effectiveness based on market saturation; (c) whether you operate
tbebusinesspersonallyorbireathird party to serve as your Designated Manager; (d) your product
and service pricing; (e)vendorpricesonmaterials,suppiiesand inventory; (f) personnel salaries and
benefits (life and health insurance, etc.); (g) insurance costs; (h) weather c o n d i t i o n s ; ^ a b ^
generate customers;^customer loyalty; (k) employment conditions in the market; and (I) the
efforts you and your personnel put into your Franchised Business.
^ T ^ ^ s u g g e s t s t r o n g l y t h a t y o u c o n s u l t y o u r f i n a n c i a l advisor or personal accountant concerning

financial projections and federal, state and local income taxes and any other applicable taxes that
you may incur in operatingaFranchised Business.
Other than the preceding financial performance representation, we do not make any financial performance
representations. We also do not authorize our employees or representatives to make any such representations
either orally or in writing. If you are purchasing an existing C^BPILATFS Studio, however,we may provide you
with the actual records ofthat outlet. Ifyou receive any other financial performance information or projections
of your future income, you should report it to tbe our management by contacting Shaun ^rove at Club Pilates
Franchise, ^C,318SPullmanStreet, Costa Mesa, C A 9 2 ^ o r v i a t e l e p h o n e at (949) 3 4 ^ ^
ITEM 20 OUTLETS AND FRANCHISEE INFORMATION
TABLE 1
SYSTEMWIDE OUTLET SUMMARY
FOR YEARS 20142015 TO 20172#6
68
OUTLETS AT THE OUTLETS AT THE END
OUTLET TYPE YEAR NET CHANGE
START OF THE YEAR OF THE YEAR
20152014 1019 1939 +920
FRANCHISED 30152016 1939 3974 +3035
20172016 3974 74204 +35130
20153014 54 0-1
COMPANY-OWNED 20162015 54 43 -1
20173016 43 ao -43
20153014 4524 3443 +919
TOTAL OUTLETS 201630*5 3443 4577 +4934
2Q173Q16 4577 77204 +34127
TABLE 2
TRANSFER OF OUTLETS FROM FRANCHISEES TO NEW OWNERS
(OTHERTHAN CLUB PILATES FRANCHISE, LLC)
FOR THE YEARS 20142015 TO 20172G#
STATE YEAR NUMBER OF TRANSFERS
2015 0
Ml 2016 0
2017 2
20153044 0
2W=5 0
TOTAL OUTLETS
2016 0
2017 2
TABLE 3
STATUS OF SINGLE UNIT FRANCHISE OUTLETS
FOR YEARS 20442015 TO 20172046
69
CEASED OUTLETS
OUTLETS REACQUIRED
OUTLETS TERMI- NON- OPERATIONS AT END
STATE YEAR AT START BY
OPENED NATIONS RENEWALS -OTHER OFTHE
OF YEAR FRANCHISOR
REASONS YEAR
3044
0 61 0 0 0 0 01
2015
2016
AL 01 10 0 0 0 0 1
2045
3046
1 03 0 0 0 0 14
2017
3044
1 01 0 0 0 0 12
2015
AZ
4 1 0 0 0 0 2
2016 2 2 1 0 0 0 3
3044
GA 83 76 0 0 0 0 159
2017
CA 2015 15 14 6 0 0 0 23
2016 23 13 2 0 0 0 34
3044
CO 034 424 0 0 0 0 158
2017
CO 2015 1 2 0 0 0 0 3
2016 3 3 0 0 0 0 6
3044
ft 06 04 0 0 0 0 010
2017
2015 0 0 0 0 0 0 0
CT 2016 0 0 0 Q 0 0 0
2017 0 1 0 0 0 0 1
FL 2015 0 1 0 0 0 0 1
2016 1 1 0 0 0 0 2
3044
GA 02 012 0 0 0 0 014
2017
GA 2015 0 0 0 0 0 0 0
2016 0 1 0 0 0 0 1
W: 3044
01 05 0 0 0 0 06
2017
ID 2015 0 0 0 0 0 0 0
im 0 o 0 0 0 0 0
2017 0 1 0 o 0 0 1
70
CEASED OUTLETS
OUTLETS REACQUIRED
OPENED NATIONS RENEWALS -OTHER OF THE
OF YEAR FRANCHISOR
REASONS YEAR
2015 0 0 0 0 0 0 0
IL
2016 0 1 0 0 0 0 1
20-14
m 01 04 0 0 0 0 05
2017
IN 2015 0 0 0 0 0 0 0
2016 0 1 0 0 0 0 1
2017 1 1 0 0 0 0 2
3044
0 01 0 0 0 0 01
2015
KS
2.Q16 1 0 0 0 0 0 1
2017 1 0 0 0 0 0 1
KY 2015 0 40 0 0 0 0 i0
2016 40 0 0 0 0 0 i0
3044
MO 0 01 0 0 0 0 01
2017
LA 2015 0 40 0 0 0 0 -10
2016 0 0 0 0 0 0 0
2017 0 1 0 0 0 0 1
2015 0 0 0 0 0 0 o
MA 2016 0 0 0 0 0 0 0
2017 0 3 0 0 0 0 3
2015 0 1 0 0 0 0 1
MD
2016 1 1 0 0 0 0 2
3044
m 42 03 0 0 0 0 i5
2017
Ml 2015 1 0 0 0 0 0 1
2016 1 1 0 0 0 0 2
3044
MN- 02 01 0 0 0 0 03
2017
MN 2015 0 0 0 0 0 0 0
2016 0 1 0 0 0 0 1
3044
M0 01 05 0 0 0 0 06
2017
MO 2015 0 0 0 0 0 0 0
2016 0 1 0 0 0 0 1
71
©3Oi7.2018.Club Pilates Franchise, LLC
CEASED OUTLETS
OUTLETS REACQUIRED
OF YEAR FRANCHISOR
REASONS YEAR
2017 1 2 0 0 0 0 3
3044
0 0 0 0 0 0 0
2015
MT
2016 0 1 0 0 0 o 1
2017 1 0 0 0 0 0 1
NC 2015 0 0 0 0 0 0 0
2016 0 40 0 0 0 0 10
3044
m 0 05 0 0 0 0 05
2017
NM 2015 0 0 0 0 0 0 0
2016 0 0 0 0 0 0 0
2017 0 1 0 0 0 0 1
NJ
2015 o 0 0 0 0 0 0
2016 0 4 0 0 0 0 4
3044
WV 04 06 0 0 0 0 010
2017
2015 0 0 0 0 0 0 0
NY 2015 0 0 0 0 0 0 0
2017 0 5 o 0 0 0 5
NV 2015 0 2 0 0 0 0 • 2
2016 2 1 0 0 0 0 3
2017 3 3 0 0 0 0 6
2015 0 0 0 0 0 0 0
OK 2016 0 0 0 0 0 0 0
2017 0 1 0 0 0 0 1
2015 0 0 0 0 0 0 0
OH 2Q16 0 0 0 0 0 0 0
2017 0 1 0 0 0 0 1
3044
0 0 0 0 0 0 0
2015
OR
2016 0 1 0 0 0 0 1
2017 1 1 o 0 ;•• 0 0 2 .
PA 2015 0 0 0 0 0 0 0
2016 0 40 0 0 0 0 10
72
CEASED OUTLETS
OUTLETS REACQUIRED
OF YEAR FRANCHISOR
REASONS YEAR
3044
TN 0 02 0 0 0 0 02
2017
SD 2015 0 0 0 0 0 0 0
2016 0 10 0 0 0 0 40
3044
TX 0 01 0 0 0 0 01
2017
TN 2015 0 10 0 0 0 0 40
2016 0 1 0 0 0 0 1
2017 1 2 0 0 0 0 3
2015 o 1 fi 0 0 0 1
IX
2016 1 3 0 0 0 0 4
3044
VA 04 015 0 0 0 0 019
2017
UT 2015 0 0 0 0 0 0 0
2016 0 ±Q 0 0 0 0 40
3044
WA 0 04 0 0 0 0 04
2017
VA 2015 0 20 0 0 0 0 20
2016 20 01 0 0 0 0 21
3044
m 01 12 0 0 0 0 43
2017
WA 2015 40 02 0 0 0 0 42
2016 42 0 0 0 0 0 42
2044
TOTAL 402 92 0 0 0 0 494
2017
2015 1 0 0 0 0 0 1
WI 2016 1 0 0 0 0 0 1
2017 1 2 0 0 o 0 3
TOTAL 2015 19 26 6 0 0 0 39
2016 39 38 3 0 0 0 74
2017 74 130 0 0 0 0 204
TABLE 4
73
STATUS OF COMPANY-OWNED OUTLETS
FOR YEARS 30142015 TO 20173#G
STATE YEAR OUTLETS OUTLETS OUTLETS OUTLETS OUTLETS OUTLETS AT

AT START OPENED REACQUIRED CLOSED SOLD TO END OF THE
OF YEAR FROM FRANCHISEE YEAR
FRANCHISEE
CA 30i4
5 0 0 0 01 54
2015
2016
54 0 0 0 1 43
awa
2016
43 40 0 0 23 30
2017
TOTAL 2044
5 0 0 0 01 54
2015
2016
54 0 0 0 1 43
2045
2016
43 40 0 0 23 30
2017
TABLE 5
PROJECTED OPENINGS AS OF DECEMBER 31, 201730*4
PROJECTED NEW
UNIT FRANCHISE PROJECTED NEW COMPANY-
FRANCHISED OUTLETS
STATE AGREEMENTS SIGNED BUT OWNED OUTLETS IN THE NEXT
IN THE NEXT FISCAL
OUTLETS NOT OPENED FISCAL YEAR
YEAR
AL 1 01 0
AZ 65 63 0
CA 3025 4518 0
CO 47 36 0
CT 1 1 0
FL 4017 4014 0
GA 4 3 0
ID 21 01 0
IL 58 56 0
IN 1 1 0
KS 0 0 0
MAKY 1 1 0
MDMA 46 44 0
MJMD 2 2 0
Ml 1 1 0
74
PROJECTED NEW
UNIT FRANCHISE PROJECTED NEW COMPANY-
FRANCHISED OUTLETS
STATE AGREEMENTS SIGNED BUT OWNED OUTLETS IN THE NEXT
IN THE NEXT FISCAL
OUTLETS NOT OPENED FISCAL YEAR
YEAR
MN 42 31 0
MO 4Q 40 0
MT 0 0 0
NC 45 34 0
NE 2 2 0
NJ 610 58 0
WVNM 20 0 0
m 6 3 0
GHNV 1 1 0
NY 5 4 0
OH 4 2 0
OK 42 02 0
OR 23 2 0
PA 7 6 0
SC 5 4 0
TN 20 20 0
TX 4413 810 0
UT 21 31 0
VA 25 33 0
WA 24 43 0
WI 32 42 0
' TOTAL 423151 79117 0
A list o f t h e names, addresses and telephone numbers ofour current franchisees as o f t h e Issuance Date ofthis
Disclosure Document is attached as Exhibit H.
A list of the names, addresses and telephone numbers of our franchisees who have had a franchise terminated,
canceled, not renewed or otherwise voluntarily or involuntarily ceased to do business under the franchise
agreement during the most recently completed fiscal year or who have not communicated with us within 10
weeks of the issuance date of this franchise disclosure document, is attached as Exhibit I.
In the last three fiscal years, none of our franchisees have entered any confidentiality agreements that restrict
their ability to speak openly about their experience with our franchise system.
There are no trademark-specific franchisee organizations.
Ifyou buy the franchise offered in this disclosure'document, your contact information may be disclosed to other
buyers when you leave the franchise system.
75
ITEM 21 FINANCIAL STATEMENTS
We have not been in business for three years or more and cannot include all the financial statements
required by the Rule for our last three fiscal years. Attached to this disclosure document as Exhibit C are our (4
audited financial for our fiscal years ending December 31, 2017, December 31, 2016 and December 31, 2015 7
and (ii) unaudited interim balance sheet as of March 31, 2017 and unaudited profit and loss-statement fop-the
period beginning January 1, 2017 and ending March 31, 2017. Our fiscal year ends on December 31 of each year.
ITEM 22 CONTRACTS
The following agreements are attached to this Disclosure Document:
Exhibit A Franchise Agreement and Exhibits

Exhibit 1 Authorized Location Addendum
Exhibit 2 Electronic Funds Transfer Agreement
Exhibit 3 Electronic Debit Authorization
Exhibit 4 Guarantee
Exhibit 5 Addendum to Lease
Exhibit D Statement of Prospective Franchisee
Exhibit F Form of General Release
Exhibit G State Specific Addenda
Exhibit J Development Agreement
ITEM 23 RECEIPTS
Exhibit K to this Franchise Disclosure Document contains a detachable document, in duplicate,

acknowledging receipt of this Franchise Disclosure Document by a prospective franchisee. You should sign both
copies of the Receipt. You should retain one signed copy for your records and return the other signed copy to
our Chief Oporatinfi OfficorPresident at the following address: Shaun Grove at Club Pilates Franchise, LLC, 3185
Pullman Street, Costa Mesa, CA 92626, and at (949) 346-9794.
76
Exhibit A
To Franchise Disclosure Document
FRANCHISE AGREEMENT AND RELATED EXHIBITS

30472018 Franchise Disclosure Document - Exhibits
FRANCHISE AGREEMENT AND RELATED EXHIBITS
© '20-1-72018 Club Pilates Franchise, LLC

201-72018 Franchise Agreement
TABLE OF CONTENTS
ARTICLE PAGE
1. GRANT OF FRANCHISE; LOCATION 2
2. ACCEPTANCE BY FRANCHISEE 3
3. TERM AND RENEWAL 4
4. TRADEMARK STANDARDS 6
5. FEES , 7
6. FRANCHISOR SERVICES 12
7. FACILITY STANDARDS, LEASE AND CONSTRUCTION 16
8. STUDIO IMAGE AND OPERATING STANDARDS 19
9. ADVERTISING AND MARKETING 23
10. FINANCIAL REPORTS, AUDITS, COMPUTER SYSTEM AND INSURANCE
REQUIREMENTS 26
1L RELATIONSHIP OF THE PARTIES; INDEMNIFICATION 29
12. CONFIDENTIAL INFORMATION 30
13. COVENANTS NOT TO COMPETE 31
14. TRANSFER OF INTEREST 33
15. DEFAULT AND TERMINATION OF AGREEMENT 34
16. RESOLUTION OF DISPUTES 40
17. MISCELLANEOUS PROVISIONS 44
18. ACKNOWLEDGMENTS , 46
19. ENTIRE AGREEMENT , 48
EXHIBITS
EXHIBIT 1 AUTHORIZED LOCATION ADDENDUM

EXHIBIT 2 ELECTRONIC FUNDS TRANSFER AGREEMENT
EXHIBIT 3 ELECTRONIC DEBIT AUTHORIZATION
EXHIBIT 4 GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGEMENT
EXHIBIT 5 ADDENDUM TO LEASE
© 201-72018 Club Pilates Franchise, LLC

CLUB PILATES
FRANCHISE AGREEMENT
In a number of places in this Franchise Agreement, you are asked to initial certain items to
show that they have been fully discussed with you, and read, understood and agreed to by
you. Initialing those areas does not lessen the importance of other areas or mean they are
not fully enforceable.
This Club Pilates Franchise Agreement (this "Agreement") is entered into as of the
day of , 20 between Club Pilates Franchise, LLC, a Delaware
limited liability company, doing business as "Club Pilates" ("Franchisor") and
, or his/her/their assignee, i f a partnership,
corporation or limited liability company is later formed ("Franchisee"), upon the following terms,
conditions, covenants and agreements:
RECITALS
A. Club Pilates Franchise, LLC, a Delaware limited liability company ("Licensor"), owns and
has developed and administers a system and franchise opportunity, including various fitness and
exercise techniques and methods, trade secrets, copyrights, confidential and proprietary
information and other intellectual propertyrights(collectively, the "System") for the establishment
and operation of Pilates fitness studios ("Club Pilates Studios") identified by the "Club Pilates"
trade name and other trademarks and service marks licensed hereunder (the "Marks").
B. The System includes the Marks and trade secrets, proprietary methods and information and
procedures for the establishment and operation of Club Pilates Studios, including, without
limitation, confidential manuals (collectively, the "Manual"), training methods, fitness equipment,
furniture and fixtures, marketing, advertising and sales promotions, cost controls, accounting and
reporting procedures, personnel management, distinctive interior design and display procedures,
and color scheme and decor (collectively, the "Trade Dress").
C. Franchisor grants to qualified persons who are willing to undertake the required
investment and effort, a franchise to own and operate a Club Pilates Studio offering (a) Pilates
instruction and related services that Franchisor authorizes (collectively, the "Approved Services"),
and (b) certain merchandise and other products Franchisor authorizes for sale in conjunction with
the Approved Services and Studio operations (collectively, the "Approved Products"), all while
utilizing the System and Marks.
D. Franchisee desires to obtain a franchise to use the System and Marks in the development
and operation of a Club Pilates Studio at the location specified in this Agreement (the "Studio").
E. Franchisee has independently investigated the business contemplated by this Agreement,

and recognizes that the nature of the business may change over time, that an investment in a Club
Pilates brand Studio involves business risks, and that the venture's success depends primarily upon
Franchisee's business abilities and efforts.
©30472018 Club Pilates Franchise, LLC A-l

-204-72018 Franchise Agreement
NOW, THEREFORE, in consideration of the foregoing, the fees and other sums payable
by Franchisee and of the mutual covenants contained in this Agreement, the parties agree as
follows:
1. GRANT OF FRANCHISE; LOCATION
1.1 Grant. You agree at all times faithfully, honestly and diligently to perform your
obligations under this Agreement and to use your best efforts to promote Club Pilates and your
Studio. Accordingly, Franchisor grants to Franchisee the non-exclusive right and license to:
A. Establish and operate a single Club Pilates Studio utilizing only the System and the
Club Pilates Marks, at a location that has been authorized by Franchisor (the "Authorized
Location"), in accordance with the provisions and for the term specified in this Agreement;
B. Use only the Marks of Franchisor under the terms of this Agreement to identify and
promote the Studio offered hereunder; and
C. Use the proprietary fitness and exercise methods and know-how, as set forth
periodically in Franchisor's operations manual, other manuals, training programs, or otherwise
communicated to Franchisee.
1.2 Site Approval Process. Franchisor will assist Franchisee in connection with site selection
by: (i) providing Franchisee with its then-current site selection criteria, to the extent such criteria
has been reduced to writing; and (ii) providing Franchisee with access to a local real estate broker
that is familiar with Franchisor's confidential site evaluation criteria, to the extent Franchisor has
established relationships with such brokers in or around the Designated Market Area (as defined
in Section 1.3 below). Franchisor will use commercially reasonable efforts to approve or reject a
proposal for an Authorized Location within 30 days of the date Franchisor receives all reasonably-
requested information regarding the proposed site. Franchisor's approval of the proposed site shall
be deemed to be a binding addendum to this Agreement upon Franchisor and Franchisee's
execution of Exhibit L which is attached hereto and incorporated herein by reference, and which
will set forth the Authorized Location. Franchisor agrees not to unreasonably withhold approval
of a site that meets its site criteria. Franchisee acknowledges that Franchisor's approval of a
proposed site is permission only and not an assurance or guaranty to Franchisee ofthe availability,
suitability or success of a location, and cannot create a liability for Franchisor. While Franchisor
will provide site selection assistance as specified in Section 6.1 herein, Franchisee alone is
ultimately responsible for selecting and developing an acceptable location for the Studio.
Franchisee agrees to hold Franchisor harmless with respect to the selection of the Authorized
Location by Franchisee. Franchisee must obtain lawful possession of an Authorized Location by
lease, purchase or other method and open for regular, continuous business within six (6) months
of the date that Franchisor accepts this Agreement. The opening date may be extended an
additional three (3) months in certain instances, as explained in Section 2.2D, below. Franchisor
has the right to terminate this Agreement if Franchisee fails to select a site for the Studio that meets
Franchisor's approval, within the time period allotted above.
©2047-2018 Club Pilates Franchise, LLC A-2

20472018 Franchise Agreement
13 A u t h o r e d Locatmn^De^na^dTerrôrv Ifthe Authorized Location has not been
identified at the time this Agreement is signed, Franchisee must identify a siteapproved hy
Franchisor within the foiiowing geographical area:
("Designated Market Area") Once the Authorized Location for the Studio has been identified in
the Authorized Location Addendum^ attached hereto as Exhibit t^Franchisor agrees that^ so long
as Franchisee is in good standing, neither it nor its affiliates wiii operate or establish, or aothorize
another Club Filatesfianclnsee to operate or establish,aStudio using the Club Filates System or
Marks withina certain geographical area surrounding the AuthorizedLoeation ("Designated
Territory") The DesignatedTerritory,if any, will he defined in F x h i ^ ^
L4 Rights Reserved to Franchisor Notwithstanding anything contained in this Agreement,

Franchisor and its affiliate(s)^parent(s) hereby reserve the exclusive right to: (i) open and oper^^
and license third parties the right to open or operate, other Studios utilizing the Marks and System
outsidetheDesignatedTerritory;(ii) market, offer and sell products and services similar to
offered by the Franchised Business and other Studios (sueh as private label products that
Franchisor may develop)through alternate channels of distribution, including without l i m i ^
via the Internet and othereeommerce channels,catalog sales, direct mail or wholesale, at any
location; (iii) acquire, or be acquired by,anycompany,ineludingaeompany operating one ormore
businesses offering products or services similar to those offered byaStiidio,located within or
outside your DesignatedTerritory,and subsequently operate(orlieenseathird party the right to
operate)these locations; (iv)open and operate, or license third parties the right to open or operate,
businesses that offer products and services similar to the Franchised Business under marks other
than the Marks at any location; and (v) use, and license others the right to use, the Marks and
System to engage in any other activity not expressly prohibited by this Agreement.
I have read Article 1, understand it, and agree to

comply with each of its Sections.
Your Initials: /
2. ACCEPTANCE BY FRANCHISEE
2.1 Acceptance by Franchisee. Franchisee accepts this Agreement and the license granted
herein and agrees to develop and operate the Studio on the terms and conditions specified herein.
Franchisee agrees to follow the System requirements in the operation of its Studio, including,
without limitation, its facilities, staff, advertising, operations, and all other aspects of Franchisor's
business and the System now in effect and changed periodically. Franchisee (or, i f Franchisee is
an entity, one of its operating principals) and its proposed Designated Manager (as defined in
Section 5.5(B) of this Agreement) must attend and complete the appropriate initial training to
Franchisor's satisfaction, as set forth in Section 6.3 of this Agreement.
2.2 Conditions. The rights being licensed herein are subject, without limitation, to the
following conditions:
©20-1-72018 Club Pilates Franchise, LLC A-3

20-1-72018 Franchise Agreement
A. F^nchise^s business and the Studio shah he identified oniy hy those Marks
approved in writing hy Franchisor with^
B Coneurrentiy, with the signing ofthis Agreement, Franchisee must execute a

personal ârantyintheforni attached hereto as Exhihit^^Fersonai Guaranty"^ in the event
Franchisee isalegal entity having more than one owner, ah owners, shareholders, parmers,joint
venturers, andanyother person who direetiyor indirectly ownsa lOôrgreater interest in
Franehisee^theÔwner^) must execute the Personal Guaranty. Any person or entity that at any
time afier the date of this Agreement heeomes an Owner, pursuant to Seetionlôr otherwise,
shall,asaeonditionofhecoming an Owner, execute Franchisor'sthen-eurrent form ofFersonal
Guaranty.
G Franchisee shah submit the lease forthe Studio to Franchisor forits written consent
before Franchisee executes theleasefor the AuthorizedLoeation. The lease must contain the
provisions outhned in Sections.2 and E x h i b i t ("Lease Addendum").
D Franchisee agrees that it shall open the Studio for regular, continuous bosiness no
later than six (6) months after this Agreement is signed by Franchisor. If, through no fault of
Franehisee,theSmdio has not opened after six (6) months, Franchisor may agree in writing to
provide Franchisee with an additional three (3) months to open its Studio i f Franchisee (a) has
already secured an approved premises for its Studio, and (b) is otherwise making diligent and
continuous efforts to huildout and otherwise prepare its Franchised Business for opening
throughout the six(6) month period following the execution of this Agreement.
F. Franchisee agrees at all times to comply with the Manual, standards, operating
systems, and odier aspects of theSystem (eolleetively, the "System Standards") prescribed by
Franchisor, which are subject to change atFranchisor'sdiseretion.

Your Initials: /
3. TERM AND RENEWAL
3.1 Term. The term of this Agreement shall be for a period of ten (10) years beginning on the
date this Agreement is accepted by Franchisor, unless sooner terminated under Section 15. The
conditions to obtain a renewal Club Pilates franchise agreement are those stated below in Section
3.2.
3.2 Renewal. Unless terminated at an earlier date, upon the expiration of the initial term,
Franchisee shall have the right to renew this Agreement for two (2) consecutive additional five (5)
year terms, subject to satisfaction of each of the following conditions:
A. Prior to each such renewal. Franchisee shall execute Franchisor's-standard form of

franchise agreement being offered at the time of each such renewal. The provisions of each such
020172018 Club Pilates Franchise, LLC A-4
2W72018 Franchise Agreement
renewal fianehiseagreemem may ^
meludm^withonthmitan^
pay the renewal fee speeifiedmSeefien^.E,instead of the Franehisee^s
failure or refusal to execute and return Franchisor's then-eurrent standard form Franchise
Agreement to Franchisor within thirty ^0)daysafterreceipthyFranehiseeshailconstitute
Franehisee'seleetion not to renew;
B Franchisee shah demonstrate that it has the right to remain in possession of the
Authorized Location for the duration of the renewal term, or that it has heen ahle to secure and
develop an alternative site aeceptahle to Franchisor;
C In eonsideration of each such renewal ofthe hânehise, Franchisee shall exeeutea

general release in the form and suhstaneesahsfaetory to Franchisor, releasing any and all claims
againstFranchisorand its affiliates, officers, directors, employees and agents;
D. Franchisee shall have completed or made arrangements to make, at Franchisee's

expense, such renovation and modernization of the Studio, including the interior and exterior o
the huilding, grounds, leasehold improvements, signs, furnishings, fixtures, equipment,
surveillaneeeameras, and deeorasFranehisorreasonahlyrequires so the Studio conforms with the
theneurrentstandardsandimageofFranchisor;
E. Franchisee, during the term of this Agreement, shall have substantially complied
with all ofthe provisions ofthis Agreement and all other agreements withFranehisor, and shall he
incompliance with the Manual and withFranehisor'spolieies, standards and speeifteations on th^
dateofthenotieeofrenewal and at the expiration ofthe initial term;
F Franchisee shall pay to Franehisorarenewal fee equal to ^10,000 forasuecessor

franchise; and
C Franchisee shall have given Franchisor written notice of renewal no less than 90
days ormorethanlÔ days before expiration ofthe initial term.
3.3 Franebiso^sRefosal to Renew Franchise. Franehisormavrefose to renew the ânehise

ifFranchisee is in default under this Agreement, or any other agreement with Franchisor or an
afhliateofFranchisor, or ifFranehisee fails to sahsfy any ofthe foregoing conditions. Subject to
the above,Franchisorwill not unreasonably deny renewal ofaFranehise.
34 Notice ofFxoirationReooired by Law.lfaoolieablelawreouires that Franchisor îvea

longer period ofnotiee to Franchisee than herein provided priorto the expiration ofthe initial term
oranyadditional term, Franchisor will give sueh additional requirednotice. IfFranchisor does
not give sueh required additional notiee,this Agreement shall remain in effect onamonth-to-
month basis until Franchisee has received sueh required notice. ^
Your Initials: /
©20-1-7-2018 Club Pilates Franchise, LLC A-5

^TRADEMARKSTANDARDS
41 Name and Ownersb^ Franchisee acknowledges the validity ofthe Mark "Club
and ahotherMarksthatnowormthefntnreareorwillhepartoftheSysteni and agrees and
recognizes that the Marks are the sole and exclusive p ^
Franchisor. Franchisee further acknowledges that Franchisee's right to use the Mark^
soleiy from this Agreementandis limited to theeonduetofaStudio pursuant to and in comph^
with this Agreement and all applicahle standards, specifications and operating procedures
prescribed hy Franchisor from time to time Any unauthorized use of the Marks hy Franchisee
shaliheahreachofthisAgreementandanmfringemento^
Franehiêe'suse of the Marks inures to the benefit ofFranehisor,whieh owns all goodwill now
and hereafter associated with the Marks.Franehiseeagrees not to contest ownership orregistration
ofthe Marks. Franehisor(andôritsaffiliates)ownsallright,titleandinter^^^
and Franchisee has and acquires hereby only the qualified license granted in this Agreement.
Franehisorrepresents and warrants thatFranchisororits affiliates own the Marks feeand clear of
any liens or encumbrances, and that Franchisor has the right to license the use ofthe Marks,and
thelicenseeonveyedbythisAgreementdoesnotinfi^geanyvalidorenforeeabletrademarkright^
owned by any other party^ Franchisor agrees to indemnify Franchisee from any claims, costs or
fees assoeiatedwith any violation ofthis provision, subject to the requirement that Fr^^
inmiediatelynotifiedofanythirdpat^ challenge to Franehisee'sautborizeduseofany Mark un^^^
this Agreement, and Franchisor has the rightto control any related litigation.
42 Uê
A Franchisee shall notuseanyMarkaspartofanyeorporate or business name

with any prefix, suffix or other m o d i f ^ g words, terms, designs or symbols, or in any modified
form. Franchisee shall display and use the Marks only in the manner and form prescribed or
authorized by Franchisor and shall conduct no other business than that preseribed by Franchisor
Franchisee shall not use any other mark, name, eommereial symbol or logotype in connection with
theoperationoftheStudioandshallnotmarketanyproduetrelatingto theStudio without
Franehisor^swritten consent, and if sueh consent is granted, sueh product most be marketed ina
manner acceptable to Franchisor. Franehisormayalso permit Franchisee to use from time to time
other trademarks, service marks, trade names and eommereial symbols as may be designated hy
Franehisor in writing.
B. Franchisee agrees to give suchnotiees of trademark and service mark

registrations and copyrights as Franchisor specifies and to obtain sueh fictitious or assumed name
registrations as may be required under applicable law.
C Franchisee is prohibited from using the Marks in advertising, promotion or

otherwise, without the appropriate or (copyright and registration marks) or the
designations"^'or "^"(trademark and service mark), where applicable
© 2 ^ 2 0 ^ ^ ^ ^ ^ ^ ^ ^ ^ ^
20^2018 Franchise Agreement
4.3 L^âtmn Franchisee agrees to notify Frane^^
aware that any person who is notaheenseeofFranehisor is nsing or infringing npon any o f ^
lârks Franchisee may not eonintnnieate with any person other than Franchisor and its eoonsei
in connection with any snehnse or infringement. Franchisor wih have discretion to determine
what steps, if anyâre to he taken in any instance ofonaothorizednse or infringement of any ofits
Marks and wih have eompiete control of any litigation or setdement in connection with any ctaim
ofan infringement ornnfaireompetitionornnaothorizedose with respect to the Marks. Franchisee
wihexeeote any and ah instmments and documents and wih assist and cooperate witii any snit or
other action undertaken hyFranehisorwith respect to such unauthorized use or infringement such
as hygiving testimony or fnmishing doeuments or other evidence Franchisor wih he responsihle
for legal expenses ineurredhy Franchisor in connection with any litigation or other legal
proceeding involving such third party. Franchisor shall not he hahle for any legal expenses of
Franchisee unless approved in writing hy Franchisor in its discretion.
44 Modification Discontinttanee or Snhsti^ntion Franchisor reserves the right, i f

necessary in Franchisor's sole judgment, to change the principal Mark(s) of the System ona
national orregionalhasis, and uponreasonahle notice, Franchisee shall at its expense adoptanew
principal Mark(s) designated hy Franchisor toidentify theStudio. Franchisor shall have no
liahility or obligation whatsoeverwith respect to Franehisee'sohange of any Mark.
4.5 Franchisor s Revenoes Franehisoranditsaffiliatesmayofferto sell to Franchisee ata

reasonahie profit various goods and services, and reserve the right to receive fees or other
consideration in connection with sales promotion and advertising programs associated with the
Marks or fromSystem vendors.

Your Initials: /
5. FEES
5.1 Initial Franchise Fee. Franchisee agrees to pay Franchisor an initial franchise fee in the
sum of Forty-Nine Thousand Five-Hundred Dollars ($49,500) for a single Studio upon execution
of this Agreement (the "Initial Franchise Fee") in the form ofa cashier's check or bank wire. The
Initial Franchise Fee shall be fully earned by Franchisor upon payment and is not refundable under
any circumstance.
5.2 Royalty Fee. Beginning on the day the Studio starts generating revenue from its business
operations, and continuing during the Term of this Agreement, Franchisee agrees to pay
Franchisor, weekly, without setoff, credit or deduction of any nature, a royalty fee equal to
six seven percent (67%) of the Gross Sales (as thatterm is defined in Section 5.3, below) generated
by the Studio over the immediately preceding week (the "Royalty" or "Royalty Fee").
5.3 Gross Sales. Gross Sales means the total revenue generated by the Studio, including all
revenue generated from the sale and provision ofany and all gift cards and other approved products

-20-1-7-2018 Franchise Agreement
and services at or through the Smdio
related to die neo-eperatioo of the
credit, charged account, harter or exehange.^Gross Sales" does not inelode(a) a
equivalent taxes that are eoheetedhy Franchisee for or on hehalf of any governmental taxm^
authority and paid thereto, (h) the value of any allowance issued or granted to any client of the
Studio that is credited in good faith hy Franchisee in full or partial satisfaction ofthe pri^
approved products or services offered in connection with the Studio,or (e)the provision of the
Teacher Training Program at the Studio
5^ Initial FFF Package and Froorietat^ Initial Inventor Kit: Fre SaleStar^^
and Pre-Sales Phase Fxoenditores:Stndio Management Software.
A. Priorto openingthe Studio governed hythisAgreement,Franehiseemustpurehase:

(i) an initial package of f ^ i t t ^ e , fixtures and equipment that is designed to p r o v ^
with certain items needed in eonneehon with outfitting, equipping and otherwise h u ^ ^
the Studio (the "hiitialFFF Package"^ and (ii) opening inventory comprised of certain branded
and other inventorythat may he resold at the Studio (the "Proprietary Initial I n v e n t o r y ^
the termofthis Agreement, Franchisee will he responsible for(a)mamtainingandôrreplaem^
items comprising the hntial FFE Package, and (h) maintaining certain levels of inventory with
respect to those items comprising the Proprieta^ Initial Inventory Kit, as set forth more f^h^
this Agreement.
B Once Franchisee has secured the Authorized Location ^ r the St^dio^ Franchisee
must purchase the pre-sales s t a r t s paekê that FrêhisordeS^^
^ckaê"^ for uê incoordination with the ^^^^
eommenee conducting at least 60 days
Franehiseeagrees andaeknowledges thatFranehiseemust: (i) develop the foregoingplanin
eoordm^tion with the oênin^ support program that Franeh^
connection with Studio that is designed to generate prospective Studio clientele and members and
otherwisepromote theStudioprior Lo opemnîth^^^
F^nchis^r^ p r i ^ r ^ plan and all Pre-Sales Phaseaetivities^ and (in) incur and
promptly pay all fees and costs associated with the OpemngSuppo^ Program and other Pre-Sales
Phase activities as and when sueh amounts become due
Franchisee further agrees to install at its expense and use the membership
aeeounting, cost control, point ofsale ("POS") and inventory control systems through the supplier
Franchisor designates. The designated, or approved, supplier(s) for these services will be updated
in the Manuals as changes are made. Over the term of this Agreement, Franchisee will also be
required to pay Franchisor's then-eurrent designated provider for the software that Frane^^
prescribes for use in connection with the Studio and the POS(the "Software Fee"), which may be
modified upon reasonable written notice to Franchisee.
5.5 Overview ofTrainin^ Programs andFees.The parties a^ree and acknowledge that:^
Franchisee or, ifFranchisee is an entity, at least one(l)ofFranehisee'soperating principals (an
"OperatingPrincipal") must complete the "OwnerÔperator" Module andFranehisor'sproprietary
initial trainingprogram (the "InitialTraining Program"), as described more ^
© ^ ^ 2 0 1 8 Club Pilates Franchise,^ A8

^172018 Franchise Agreement
below; and (ii) each mstruet^
it5S^diemo5t(a)haveatiea^450hon^
criteria in the industry to become a certified Pilates instructor (the "Certified Pilates
Requirements"), and(b)eompleteFranc^^
designed to provide instructors witb additional guidelines and instruction for providing tbe
Approved Services in accordance with theSystem
fees are associated witb tbe foregoing training and any additional training tbat Pranebisoro
designee might provide in connection witb tbe Studio.
A. ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ . P r a n e h i s e e will not be required to pay any training fee o

tuitionineonneetionwithindividuals that attend the InitialTrainingProgram prior
ofthe Smdio, provided sueh individuals all attend at the same time.Porthose individuals thatwish
to complete the hiitial Training Program atatime other than when Pranehisee(or, if applicable,
its Operating Principal) attends the Initial Training Program, Pranehisor may charge sueh
individuals its then-current training fee (tbe "Training Pee"). Pranehisor may also design
thirdpartyindividualthatitapproves tomanage theday-to-dayoperationsof theStudio(a
"OesignatedManager"), butany sueb individual mustat leastcompletetheOwnerÔperator
ModuleofthehntialTrainingProgrampriorto assuming any management responsibilities attbe
Studio (withPranehiseepayingtheTrainingPees associated therewith, ifany)..
B. ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^
(1) lfPranehisee(oroneofits operating principalis not going to be onsite at

the Studio during normal business hours to manage the day to day operations of its Studio, then
Pranehisee must appoint an individual to serve as the designated manager o f t h e Studio
("Designated Manager").IfPranehisee is tbe owner ofmultiple open Studios, then Pranehisee
must ensure that either(a)Pranehisee(or one ofits operating prineipals),or(b)aDesignated
Manager, is on-site at the Studio during business hours to manage the day to day operations of
each sueh Studio.
(2) The Designated Manager must attend and complete, to Pranehisor's

satisfaction, the designated manager t r a i n s
offieepriortotheopening ofthe Studio(the "Designated ManagerTraining Program").Pranehi^
is responsible for all costs associated with the Designated ManageBsattendanee at the training
progmmineluding,travel,food, lodging and wage costs.Pranehisor does not ehargeatraining^
in connection with sueh training.
C ^ ^ ^ ^ o ^ ^ Each and every instructor that provides any of the

Approved Services at Pranebisee's Studio must: (i)meet the Certified Pilates Requirements and
otherwise be certified to provide Pilates instruction(eaeh,a"Certified Pilates
subsequentlyeompletetheBridgeTrainingProgram,whiehmaybeeompleted(a)at^behntial
Training Program i f the instructor is in attendance (at no additional cost to Pranehisee or
instruetor),or(b)atany timeafterPranchisee(or,ifappropriate,itsOperatingPrineipalor
DesignatedManager) attends the fnitialTrainingProgram viaremote instruction (video or
webmar) or, i f determined appropriate by the parties, via m^
headquarters or the Studio There are no training or other fees associated with the Bridge Training
©20172018 Club Pilates Franchise LLC A9

P r o g r a m Other t h a n t h e 0 0 5 ^ and
responsihleforineonneetionwithensnri^
Training Program prior to providing any Approved Services at the Stnd^^
InitiaiTraining Program orotherwise)
D. ^ ^ ^ ^ ^ ^ ^ ^ o ^ ^ ^
"teaeher training" eonrse to elienteie of the Stndio whieh includes hoth: (i) the instruction
necessaryto eompiywith the Certified Piiates Requirements; and(ii) the Bridge Training
(eoheetiveiy,the"TeaeherTraining Program"), i f anindividuai wishes to attend theTeaehe
Training Program at theSmdio,that individual wihpayasingie fee of $ 4 ^ ^ w i t h (a) ^
heing paid out to Pranehisor for certain materials that it provides in connection with this trains
and (h) the haianee of $2^50 paid out to Pranehisee's Studio (or other Studio that is aetuahy
providing the instruction to the chent).in order to provide dieTeacherTraining Program at the
Studio, suehtrainingwihneedtoheprovidedhyanmstruetor that (a)isaCertified Pilates
Instructor that has completed the BridgeTraining Program, and (h) is otherwise approved hy
Pranehisor asa"Masterlnstruetor"(theeriteriaforwhiehwillheset forth intheManualor
otherwise in writing hy Pranehisor).
B. ^ ^ ^ B ^ ^ ^ ^ ^ ^ ^ . Pranehisor may provide or request that Pranehisee

and certain of its management personnel attend and complete up to five (5) days of
additional^refiesher training each year,hutPranehisorwill not chargePranehisee any TrainingPee
ineonneetionwithsuehrequiredtraining(hut Pranehisee willheresponsihlefortheeosts
associated with attending training at Pranehisor'sdesignated training facility).
P. Aô ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ o ^ ^ ^ ^ ^ ^ . Pranehisor will not charge

Pranehisee any fees in connection with minor, day-to day assistance that Pranehisor provides
remotelyover the phone, viaemail^fax orothereleetroniechannelofeommunieation, which
Pranehisee understands and acknowledges will he provided suhjeet to the availability of
Pranehisor'spersonnel.
C C ^ ^ ^ ^ ^ ^ ^ ^ . Pranehisee willhe requiredtopayalleosts andexpenses

ineurredineonneehonwithanytrainingthatPranehiseeoritspersonnel attends in connection with
Studio, including those costs related to travel, lodging, meals and (if appropriate) wages.
H. ^ ^ ^ ^ ^ ^ ^ C ^ ^ ^ ^ ^ . Pranehisor reserves the rightto

current training fee in eonneetion with training that (a)Pranehisee requests Pranehisor provide
(other than in connection with Bridge Traming
atPranehisor'sheadquarters), or (h)Pranehisor provides onsiteatPranehisee'sStudio ("Training
Pee")
5.6 Pund Contrihution.Pranehisorhas estahlishedaereativehrand fund topromotethe

System, Marks and CLUBPlLATBShrand generally (the"Pund"), Pranehisee is required to
contribute uptotwopereent (2%) of the CrossSales of its StudiotothisPund(the"Pund
Contribution"), eommeneing once the Studio opens for operations. The Pund Contribution will
typically be paid in the same manner and at the same interval that the Royalty Pee is collected
(based on the Cross Sales ofthe Studio over the immediately preceding reporting period).
©20172018 Club elates Fraoch^LLC

20172018 Franchise Agreomeot
5.7 Electronic Transfer; Right to Modify Collection Interval.
A. The Royalty Fee, Fund Contribution and any other fees owed to Franchisor or its
affiliates, will be automatically debited from Franchisee's point-of-sale operating account
administered by the designated supplier of point-of-sale services on a weekly basis throughout the
Term, unless Franchisor provides reasonable written notice that Franchisor is modifying the
collection interval (e.g., notifying Franchisee that Franchisor will be collecting Royalty Fee, Fund
Contribution and other recurring amounts due on a monthly rather than weekly basis, with such
monthly fees based on the Gross Sales of the Studio over the preceding calendar month).
B. All amounts due to Franchisor for the purchase of products, services or otherwise
are due upon receipt of an invoice from Franchisor. Any payment or report not actually received
by Franchisor on or before the due date is overdue.
C. Franchisee agrees to complete and execute an "Electronic Funds Transfer

Agreement" (attached as Exhibit 2 to this Agreement) and any other form, including, without
limitation, an "Electronic Debit Authorization" (attached as Exhibit 3 to this Agreement) for the
purpose of authorizing an electronic debit, and to submit any information required by Franchisor
for such authorization.
D. Franchisee is required to use only the POS system provided by the designated
supplier and will pay the designated provider directly for all fees associated with the use of the
designated provider's software. Franchisee is not allowed to use an unapproved external terminal
to process transactions.
•5T85.8 Technology Fee. Franchisor reserves the right to charge Franchisee an on-going
technology fee to pay for certain aspects of Franchisee's computer system and/or software
{'Technology Fee"). Franchisor reserves the right to designate and/or change the amount, scope,
or manner of payment of the Technology Fee, including the party to whom payment is made, at
any time upon providing reasonable written notice to Franchisee. The Technology Fee may be
collected by Franchisor at the same time as the Royalty Fees due hereunder.
5_.9 Interest and Late Charges. Amounts due to Franchisor (except interest on unpaid
amounts due) not paid when due shall bear interest from the date due until paid at the lesser of one
and one-half percent (1.5%) per month, or the highest rate of interest allowed by law. Franchisor
may also recover its reasonable attorneys' fees, costs and other expenses incurred in collecting
amounts owed by Franchisee.

Your Initials: /
©3Q&7-2018 Club Pilates Franchise, LLC Aril

6 FRANCHISORSERVICES
6.1 Site Sdecfion and Lease Negoâtmns. Ahhongh Pranehisor will provide die site
seieetion assistance described in S e e t i o n i ^ o f t ^
for ioeating, obtaining and evainating^
review and negotiation ofitsteaê, and for hiring an
negotiate the lease. The Authorized Location must meet Franchisor's then current System
standards and specifications, as set forth in the Manuals or otherwise in writing by Franchise
Franchisor reserves the right to chargeareasonablefe^
on-site evaluation to cover incurred expenses, including, but not limited to, travel, lodging,^
and wages. Franchisor agrees not to unreasonably withhold approval ofasite that meets its site
criteria.
6.2 Unit Development. Franchisor shall consult and advise Franchisee on the proper display
ofthe Marks, layout and design, procurement of Filates^fitnessequipment,reformers, spring
boards,chairs and other equipment, forniture,fixtures, surveillance cameras with audio, ^
inventories, recruiting personnel, and managing construction or remodeling ofthe Studio. After
Franchisee has exeeutedalease forthe Authorized Loeation,Franehisor shall deliver to Franchisee
speeifieations and standards for building, equipment, fhrmshings, fixtures, s
with audio, layout, design and signs relating to the Authorized Location and shall provide
reasonable eonsultationineonneetion with the development of the Studio. Franehisee'sarehitect
must make any layout, design and speeifieations provided by Franchisor site speeific. Franchisee
agrees to make no changes, alterations or modifications whatsoever to the selected layout and
design without obtaining prior written consent from Franchisor.
6.3 Training-Related Programs and Obligations. Franchisee agrees and acknowledges that
the following training obligations and requirements must be strictly complied with and adhe^
atall times during theTerm:
A. B ^ ^ ^ ^ ^ ^ ^
1. Prior to opening the Studio, Franchisee must ensure that: (i)Franehisee(or,

if an entity, its Operating Principal) completes the ownerôperator module of Franchisor's
proprietary InitialTraining Program (the "OwnerÔperator Module''), which will typieah^
(3)business days at Franchisor's corporate headquarters or another training facility Franchisor
designates; and (u) at Franchisee's option, one (I) or more individuals that are Certified Piia^
histruetor(s)and that will be responsible for providing the Approved Services at Studio p a ^
andeompletetheBridgeTrainingProgrameomponentofthelnitialTraining Program.
2. IfFranehiseehasaDesignatedManagerasdeseribedin Sections.5(B)ofthis
Agreement, Franchisee must ensure that sueh Designated Manager completes the Designated
Manager Training Program, which will typically last three (^) business days at Franchisor's
corporate headquarters or another tmining facility Franchisor designates.
©20172018 Ciuh Pilates Franchise^LC A12

3 Ifanyofthe individual describe
theappiicabieîning required hydiis Section hefo^
Studio hereunder, Franchisor may terminate this Agreement
B. B ^ ^ ^ ^ ^ ^ ^
(1) A^y individual that wishes to provide Fiiatesinstrnetion or any of the other
Approved Services at the Smdio must first(a) demonstrate that he/she has met aii CettifiedFiia^
Requirements and is otherwiseaCerhfiedFiiatesinstroetor, and (h)eompiete the Bri^^^
Frogram(either as part of the initialTraining Program or at some point thereafrervia^
materials and testthat is part ofthe System standards andspeeifieations^Pranehisormayte
this Agreement upon written notice toPranehiseeinthe event Pranehisee permits the Approved
Services to heprovidedhyanyindividuaithatdoesnotmeettheeriteriain this SectionifPran^
fails to comply, Pmnchisorreserves the right to charge Pranehisee its then current penalty fee
("Peoahy Pee") lor each day that Franchisee perm^
has not completed PranehisoBs required training program to provide Pilates instrtietion or any of
the other Approved Serîees at the Studio.
(2) Pranehisee may elect to have eertainof its initial instructors and any
subsequent instruetorsthat wish toprovide the Approved Services at theStudiopartieipatein
complehng the BridgeTraining Program component of our hnhalTraining Program remotely via
wehinar^videomstruetion,hutFranehiso^
initial instructors come to the InitiaiTraining Program with Pranchisee(orFranch^
Principal, as applicahle) and complete the entire hîhal Training Program (includm^
Training Program component).
(3) Inthe eventanindividual wishes to complete the BridgeTraining Program

at the Studio rather than as part of the hnhalTmining Program, then Pranehisee(or its
Manager) will he responsihleforaeeuratelygmding the test and ensuringthattheindiv^
passed the test in aeeordanee with System standards.
(4) The Studio must have at least one (1) individual that isaCertified Pilates
histruetorandthathaseompleted the Bridge TrainingProgramon-siteattheSt^dioatall times
anyApproved Services areheingprovided.
(5) OneeaCertifiedPilateslnstruetorhassueeessfullyeompleted the Bridge

Tmining Program, that individual may assist in the provision of the BridgeTrainingProg^
otherindividualsat the Studio in the hiture(as well as provide theother Approved Services)it is up
toPranehiseewhetherornotitwill ehargeCerhfiedPilates histruetors thatwish to obtain th^
TrainingProgram, butPranehisee must ensurethatFranehiseedoes not diseloseorotherwise use t^^
BridgeTraining Program materials that Pranehisor providesîncluding the test itself lor any
purpose otherthan theBridge Training Program that is held on-site atthe Studio.
(6) Franchisee must otherwise ensure that (i) any BridgeTrainingnProgram

held at the Studiois performed in accordance with System standards and speciheation^;(ii) any
individualthatpartieipates inthe Bridge Training Programsuceessfully completes thatprog
©20172018 Ciuh Pilates Franchise^LLC

201^2018 Franchise Agreement
passes any test that is provided in connection with the program; and (iii) no personnel provides
Pilates instruction or other Approved Services at the Studio unless and until such personnel
successfully completes the Bridge Training Program and passes the corresponding test. Franchisee
agrees that Franchisor, as part of its right to inspect and audit the operations of the Franchised
Business on an ongoing basis, may require that Franchisee demonstrate that all required personnel
has participated in and successfully completed the Bridge Training Program and corresponding test.
C. Discretionary On-Site Assistance. Around the time the Studio is opening, Franchisor
may send one (1) or more representatives to the Studio to (i) provide assistance and
recommendations regarding the opening and initial operations of the Studio, and/or (ii) provide
additional or refresher training associated with the Owner/Operator Module and/or the Bridge
Training Program, all as Franchisor determines appropriate in its discretion (collectively, the
"Discretionary On-Site Assistance"). In the event Franchisor notifies Franchisee that it will be
providing the Discretionary On-Site Assistance, such assistance typically lasts one (1) to two (2)
days and Franchisee must ensure that Franchisee (or its Operating Principal) and all other
management personnel are in attendance at the Studio during those days.
D. Teacher Training Program and Involvement of Franchisor. Franchisee will be

permitted to provide the Teacher Training Program at the Studio as part of the Approved Services,
provided Franchisee has a Certified Pilates Instructor that (a) has completed our Bridge Training
Program, and (b) otherwise meets Franchisor's then-current criteria to serve as a "Master
Instructor" of the Teacher Training Program (which will be set forth in the Manual or in another
written directive from Franchisor).
(1) The Teacher Training Program typically involves approximately 450 to 500
hours of instruction, including: (i) certain online "classroom/webinar" training (the "Webinar
Training") that can be completed remotely (at home, at Franchisee's Studio, or at another local
Studio that is authorized to provide the Teacher Training Program); and (ii) approximately 40 days
of practical, "hands-on" training, some of which can be completed at home and some of which
must be completed at a Studio that is authorized to provide the Teacher Training Program. The
Teacher Training Program also includes the Bridge Training Program remote orientation materials.
(2) Any individuals that wish to provide Approved Services at the Studio that
have not completed the Certified Pilates Requirements will be required to (a) attend and complete
the Teacher Training Program, or (b) otherwise become a Certified Pilates Instructor and complete
the Bridge Training Program (as described in Section 6.3.B(1) of this Agreement), all before that
individual can provide any Approved Services at the Studio. Any violation of this Section will be
grounds for termination of this Agreement upon written notice by Franchisor.
(3) Franchisee agrees and acknowledges that Franchisor is entitled to and will
receive the amounts described in Section 5.5.C in connection with each individual that attends the
Teacher Training Program at Franchisee's Studio, which is consideration for the Webinar Training
materials and proprietary content developed therein. This amount, once remitted to Franchisor, is
deemed fully earned and is not refundable under any circumstances.

(4) Franchisee acknowledges that Franchisor's standard franchise offering
assumes diatê initial mstroctor(s)wih^
may permitFranehisee to have one(i)ormoreinstêtors complete theTeacherTraini^
while Franchisee is seething an approved premises^
opening. Franchisee speeifrcally acknowledges, however, that ifFranchisee chooses to take the
foregoing action, this may involvea higher investment than Franchisor's standard franchise
offering deserihedinltemôf the Franchise Disclosure Document that Franchisor timely
properly disclosed toFranehisee prior to this Agreement heing executed (the "FDD").
F. ^ ^ ^ B ^ ^ ^ ^ ^ ^ ^ Franchisor may provide, and require that Frane^^

as well as any of its management personnel attend, up to five(5) days of additional training each
yearatatminingfacilitythatFranehisordesignates (without charging Franchisee anyTraining
asdesorihedinSeetion5.5ofthisAgreement).Franchisee may also request that Franchisor provide
certain additional or refresher training to Franchisee, either at one (l)ofFranehisor'sdesigna
trainingfaeilitiesor on-site at Franchisee's Studio,hut Franchisor reserves theright toeharge
Franchisee its then-ourrentTrainingFee hased on thenumherofdaysofsuch training thatFran^
provides atFranehisee'srequest
F. C o ^ ^ ^ ^ ^ ^ . Franchisee willheresponsihle fortheeostsandexpenses

associated with Franchisee and its personnel attending and completing all of the training deserihed
inthis Section, including without limitation,anycostsrelatedtotravel, lodging,mealsand(if
appropriate)wages/oompensation for personnel.
64 OperationsMannal Franchisor will grant Franchiseeonlineaeeess to aneleetronie

version of the Manual during the term of this Agreement The Manual is anticipated to codify
existing mandatory and suggested speeifreations,standards andoperating procedures currently
prescribed hy Franchisor. FranehiseeaeknowledgesthatFranehisormayfrom time to time revise
itsSystems as well as the contents of the Manual, andFranchisee agrees to comply with each new
or changed standard and speeifreationuponnotieefromFranehisor. The Manual shall remain the
sole property ofFranehisor and shall he kept confidential hy Franchisee hoth during theTerm of
this Agreement and subsequent to the ternâtion, expiration, or non renewal of this Agreement.
If Franehisee,intentionally or otherwise through its gross negligence,compromises the secure
access to the online version of the Manual (or any hard copy of the Manual), including, but not
limited to, allowing unauthorizedusers access to the Manualand its eonfidentialeontents,
Franchisee will be requfred to pay Franchisor liquidated damages
compensate Franchisor for the breach and related damage to theSystem.
6.5 ContinningSetîce^. Franchisor shall provide sueh continuing advisory assistance and
informationtoFranehiseeinthedevelopmentandoperationofthe Studio as Franchisor deems
advisablein its discretion. Such assistance may be provided, mFranchisor'sdiscretion,by
Franchisor's direetives,System bulletins, meetings and seminars,telephone,eomputer,e-mail,
fax, personal visits, newsletters ormanuals.
6.6 Approved Lists Franchisor shall provide and from time to time, add to, alter or delete, at
Franchisor's discretion, lists of specifications, approved distributors and suppliers, approved
services and products, including, but not limited to, Filates fitness equipment and gear, and other
© ^ ^ 2 0 1 8 Club Pilates Fraochise^LC

materials and supplies used in the operation of the Studio. Franchisor, or an affiliate of Franchisor,
may be a designated or approved supplier of certain equipment, gear, merchandise, apparel and
supplies.
6.7 Pricing. Club Pilates has developed an image that is based in part on affordable prices for
Pilates classes offered by the System. To promote a consistent consumer experience, and to
maximize the value of the products and services Studios offer, Franchisor may require fixed
minimum prices for any products or services offered by the System and Franchisee. Franchisee
is obligated to use the pricing required by Franchisor, unless Franchisor consents to changes in
local pricing offered by Franchisee in order to (i) allow Franchisee to respond to unique, local,
marketing conditions, competition, or expenses; or (ii) comply with changes or interpretations in
state or federal anti-trust laws. Consistent with state or federal law, Franchisor reserves the right
to change or eliminate its pricing program in the future, or to move from a required to
recommended pricing structure.
6.8 Fund. As detailed in Section 9.1 ofthis Agreement, the Fund —if-an-when-established-
will -beis currently maintained and administered by Franchisor with the assistance of the marketing
fund committee ("MFC") to meet the costs of conducting regional and national advertising and
promotional activities (including the cost of advertising campaigns, test marketing, marketing
surveys, public relations activities and marketing materials) which Franchisor and the MFC deem
beneficial to the System.
6.9 Grand Opening Advertising Assistance.; Pre-Salcs Phase Plan Review. Franchisor
shalli_(i} consult and advise Franchisee on the advertising, marketing and promotion for the grand
opening of the Studio-- and (ii) review the Pre-Sales Phase plan developed by Franchisee in
coordination with the Opening Support Program and approve or disapprove ofsuch plan proposals,
as Franchisor determines appropriate.

Your Initials: /
7. FACILITY STANDARDS, LEASE AND CONSTRUCTION
7.1 Facility Specifications. Franchisee's Studio shall meet the following conditions:
A. The Studio shall be laid out, designed, constructed or improved, equipped and
furnished in accordance with Franchisor's standards and specifications. Equipment, furnishings,
fixtures, surveillance cameras with audio, decor and signs for the Studio shall be purchased from
suppliers approved or designated by Franchisor. Franchisee may remodel or alter the Studio, or
change its equipment, furniture or fixtures, only widi Franchisor's consent. Franchisee must obtain
necessary permits, licenses and other legal or architectural requirements. The Studio shall contain
or display only signage that has been specifically approved or designed by Franchisor.
B. The Studio and all fitness equipment shall be maintained in accordance with
standards arid specifications established by Franchisor or prescribed after inspection of the Studio.
©30172018 Club Pilates Franchise, LLC A-16
Franchisee shah p r o m p t repairs
any other item of the interior or exterior
aeeordanee with sneh standards estahhshed(and updated from time to time) hyFranei^^
may he required hyFranehisee'siease
C Franehiseereeognizes that the System wih evolve. The fitness industry must
respond to new fads, new fortes of exercise, new equipment and new training techniques. The
Cluh Pilates System must change to meet customer demands. Pranehisee further understands that
Pilates fitness equipment and other equipment wears out, hreaksdown,orhecomes obsolete.
Consequently, from time to time, as Franchisor requires, Franchiseemust modemizeand/or
replace items of theTradeDressor Studio equipmentasmayhe necessary for the Studioto
conform tothe standardsfor new Studios. Further, Franchisee willhe required tothoroughly
modernize or remodel the Studio when requested hy Franchisor, hut no more than once every5
years. This may include replacing Pilates/fitness equipment and gear, and other updates and
improvements. Franchisee acknowledges that this obligation could resultmPranehiseemalring
extensive structuralchangesto, and significantly remodeling and renovating the Studio, and
Franchiseeagrees to mcur,without limitation, any capital expenditures requiredin orders
with this obligation and Franchisor'srequirements. Within 60 days after receiving written notiee
from Franchisor, Franchisee shaii have plans prepared according to the standards and
specifications thatFranchisorprescribes and Franchisee must submit those plans to Franchisor for
its approval. Franchiseeagrees to compieteah workaccording to theplans that Franchisor
approves within the time period that Franchisor reasonably specifies and in accordance with this
Agreement.Franchisor,oritsAffrliate, will hold themselves, and the Studios they operate^^
to the same high standard, and samefrequencyfor replacement and renovation as is expected of
Franchisee.
D. The Studio shall contain signage prominently identifying Franchisee byname as an

independently owned and operatedfranchiseeofFranehisor.
F. The Studio must have a surveillance camera with audio purchased from a
designated approved supplier installed at the Studio Thecamera(s)mustbewebaccessible.The
camera(s) willbeusedbyFranchisee to monitor teacher performance, quality assuranceand
safety. Franchisor has an absolute right to also review and monitor the camera(s) for the same
purposes as Franchisee, and to ensure compliance with the Club Pilates System. Franchisee is
responsible for ensuring customer consent and for any failure to ohtain such consent. Franchisee
agrees to indemnify Franchisor forany breaches of privacy fromFranchisee's use ofany
surveillance camera.
7.2 Lease Franchisee is solely responsible for purchasing or leasingasuitable site for
theStudio. Franchisee must utilize one of the designated retail real estate attorneys listedinthe
Manual,orotherwise communicated to Franchisee,to review andnegotiate the lease forthe Studio.
Franchiseemust submitthelease forthe Studio to Franchisor for its writtenconsenthefore
Franchisee executes the lease for the Authorized Location. Franchisor will not withhold consent
arbitrarily; however,any lease must contain substantiallythe following provisions^!)
premises will be used only for the operation ofaClub Pilates Franchise;" (2) "The employees of
Franel^sorwillhavetherighttoentertheleasedpremises to make any modifications necessaryto
©20172018Cloh Pilates Franchise,^

protect theSystem and proprietary marksthereo^"^ upon
request ofFranehisor disclose to said Franchisor ali reports, information or data in Lessor's
possession with respect to sales made in,upon orfrom
assignment clause to he containedmaleaseridermafor^
provide that Franchisor (or its designee) may, upon termination, expiration, non-renewal or
proposed assignment of this Agreement, at Franchisor's sole option, take an assignment of
Franchisee'sinterest thereunder, without the consent of theLessor or property owner,without
liahilityforaecrued ohhgations,payment ofadditional consideration or increase inrent^
timethereafter,reassignthe lease toanew franchisee Franchisor'sexecution of this Agreement
is conditioned upon the ahove referenced lease addendum in the form attached hereto, as Fxhihit
5("Lease Addendum"),which shall he signed hy Franchisee and attached and made part of the
lease forthe Studio. Franchiseeacknowledgesthatithasheenadvised tohaveanyleasereviewed
hyFranehisee'sown legal counsel.
7.3 Unit Development. Franchisee agrees that after ohtaining possession of the Authorized
Location, Franchisee will promptly,atFranclnsee'ssole expense:
A Ohtain any standard plans and/or specifications from Franchisor;
B. Fmployaqualifiedlicensedarchitect, as required hystateor local codes,to prepare

all drawings, designs, plans and specifications for the Studio, and suhmit same to Franchisor for
review and approval prior to commencing construction;
C Complete the construction orremodeling ofthe Studio in full and strict compliance
withplansandspecifications approvedhyFranchisor, and incompliance withallapplicahle
ordinances, huilding codes and permit requirements;
D. Purchase or lease,maccordance with Franchisor'sstandards and specifications, all

fitness equipment, fixtures, inventory,supplies and signs required for the Studio;
F. Flire and train the initial operating personnel according to Franchisor'sstandards

and specifications; and
F. Complete development of and have the Studio open for business not later than six
(6) months after the date thatFranchisor accepts this Agreement.
7.4 Franchisees Resoonsihiiity. AlthoughFranchisormay provide Franchisee with various

standard or sample plans and specifications with respect to constructing and equipping the Studio,
it is Franchisee's sole responsibility to construct and equip the Studio in compliance with all
applicahle federal, state and local laws and regulations, including, without limitation, all b u ^
codes, fire and safety codes, environmental laws, Occupational Safety and Health Administration
laws, health laws, sanitation laws, Americans with Disabilities Act and all otherrequfrements^^
may be prescribed hy any federal, state or local governmental agency. Franchisee further
aclôwledges and agrees that Franchisee is, and will continue to be at all times during theTerm,
solely responsible for all employment decisions and to comply with all state, federal, and local
hiring laws and functions ofthe Smdio,including without limitation, those related
© 2 ^ 2 0 1 8 Club Pilates Franchise.^ A^

training, wage and hour requirements, compensation, promotion, record-keeping, supervision, and
discipline of employees, paid or unpaid, full or part-time: Franchisee's employees must be
competent, conscientious, and properly trained. Franchisee acknowledges that nothing in this
Agreement shall, or may be construed to, create any type of employer or joint employer
relationship between (a) Franchisee or any of Franchisee's personnel, and (b) Franchisor in any
matter.

comply with each of its sub-sections.
Your Initials: /
8. STUDIO IMAGE AND OPERATING STANDARDS
8.1 Compliance. Franchisee acknowledges and agrees that every detail regarding the
appearance and operation of the Studio is important to Franchisor, Franchisee, the System and
other Club Pilates franchisees in order to maintain high and uniform operating standards, to
increase demand for the classes sold by all franchisees, and to protect Franchisor's reputation and
goodwill, and, accordingly, Franchisee agrees to comply strictly at all times with the requirements
ofthis Agreement and Franchisor's standards and specifications (whether contained in the Manual
or any other written or oral communication to Franchisee by Franchisor) relating to the appearance
or operation of the Studio. Franchisee acknowledges that other Studios may operate under
different forms of agreement with Franchisor, and that therightsand obligations of the parties to
other agreements may differ from those hereunder.
8.2 Franchisor s Right to Inspection. To determine whether Franchisee is complying with

this Agreement and Franchisor's standards and specifications, Franchisor reserves the right to
supervise, determine and approve the standards of appearance, quality and service pertinent to the
Studio including, without limitation, the right at any reasonable time and without prior notice to
Franchisee to: (1) inspect and examine the business premises, fitness equipment, facilities and
operation ofthe Studio in person or by web accessible surveillance cameras with audio, which are
required to be installed in each classroom in the Studio; (2) interview Franchisee and Franchisee's
employees, including any independent contractors; (3) interview Franchisee's members and
customers, suppliers and any other person with whom Franchisee does business; (4) confer with
members and staff of government agencies with authority over Franchisee about matters relevant
to the Studio; and (5) use "mystery shoppers," who may pose as customers and evaluate Franchisee
and Franchisee's operations.
8.3 Personnel. Franchisee agrees to employ in the operation of the Studio only persons of
high character and ability who maintain and exhibit traits of enthusiasm, cleanliness, nearness,
friendliness, honesty and loyalty, it being recognized by Franchisee that such persons are necessary
in order to promote and maintain customer satisfaction and the goodwill of the System. Franchisee
agrees to staff the Studio at all times with a sufficient number of qualified, competent .personnel
who have been trained in accordance with Franchisor's standards. Franchisee shall be considered
the employer of all employees and independent contractors of the Studio. It is the sole
responsibility of Franchisee to hire, discipline, discharge and establish wages, hours, benefits,
employment policies and other terms and conditions of employment for: its employees and
mdependemcomracto^ Franchisee is responsihleôb^
regards the emplcymentofemployees and independent eontraet^^
ah appheahle laws pertaining thereto Franchisor shah have ncresponsihihty for the terms and
conditions of Franchisee's relationship with Franchisee's employees and/or independent
contractors Franchisee shall engage in no discriminatory employment practices and shall in every
way comply with all applicahle laws, roles and regulations offederal, state and local governmental
agencies inclodmg,withontlimitatio^^
and related employirient and payroll relatedlaws.Franehiseeshallmakeall necessary filings w ^
and pay all taxes and fees due to, the eternal Revenue Service and all other federal, stateand local
governmental agencies orentities to winch filings and paymentsare reqnired.
84 Products and Services to he Offered for Saie.
A. Franchiseeacôwledges thatthepresentationofauniform image to the puhlic and

the offeringof uniform services and productsis an essentialelementofasuccessfulfranchise
system. In order to insure consistency,quality and unifornutythroughout the System, Franchisee
agrees(l)to sell or offer for sale only the services orproducts that haveheen expressly approved
for sale hyFranchisor;^to sell or offer forsale all services and products required h y F ^ ^
( ^ n o t to deviate fiom Franchisor's standards and specifications; and (4) to discontinue selling
and offering lor sale any services or products that Franchisor may,in its discretion, disapprove at
anytime. Franchisorshall supply Franchisee withalist of suppliers from which Franchisee is
required to purchase fitness equipment, Pilates items, products or services for the Studio.
Franchisormay change this list fiom time to time, and upon notification to Franchisee, Franchisee
shall only purchasefitnessequipment, Pilates items, products or services from approved suppliers
as specified on the changed list. Franchisor, or an affiliate ofFranehisor, may headesignated or
approvedsupplierofcertainequipment,gear,merchandise,appareland supplies. Franchisee
agrees tokeeptheStudioandfimess equipment incleancondition, with allequipment well
maintained and operational, and he ahle at all times during husiness hours to provide memhers
with all services and products specified hy Franchisor.
13. Franchiseeagrees that all exerciseequipment must he purchased exclusively fiom

approved suppliers, must he maintained according to manufacturer or Franchisor specifications,
as applicahle.
C Franchisee and those it employs mustteachduh Pilates classes exactly as specified

in the Manual andmothertrainingmaterialsprovidedhy Franchisor. Franchiseeagrees notto add
any exercises, stretches, choreography,orpositionsthat are not approvedhyFranchisor, and
Franchisee agrees not toleave out any exercises, stretches, choreography,or positions that are
required hy Franchisor
D^ IfFranchisee proposes to offer for sale any products, classes or services that have
not heen approved hy Franchisor, Franchisee shall first nofify Franchisor in writing and suhmit
sufficient information, specifications andsamplesconcerningsuchproduct, classes and/orsupp
and/or service foradeterminationhy the Franchisor whether such product, classes or supplier of
service complies with the Franchisor'sspecifications and standards and/or whether such supplier
meets the Pranchisor'sapproved supplier criteria.Franchisorshall, within ninety (90)days, no
©20172018 ClohPiiates Franchise, LLC A 20

20172018 franchise Agreement
F^nchiseemwrihngwhe^
approved, as determined in Franehisor's discretion. Franchisor reserves the right to charge
Franchisee reasonahie costs in connection with Franchisor's review, evaination and approval of
ahernativesnpphers These charges maymclnderei^^
expenses, and personnel wages. Franchisor may from time to time prescrihe procedures for the
submission of reqoestsfr^r approved products and/or suppliers or services and ohhgations that
approved suppliers must assume(whichmayhe incorporated inawrittenagreement to heexecuted
hy approved suppliers) Franchisor reservesthe right to revoke its approvalofapreviously
authorized supplier, product, classorservicewhenFranchisordeterminesinitsdiscretion that such
supplier, product, class or service is not meeting the specifrcations and standards estahhshedhy
Franchisor. IfFranchisor modifies its list ofapproved products, classes and/or suppliers and/or
services, Franchisee shall not, afrer receipt in writing of such modification, reorder anyproduct or
utilize any supplier, product, class or service that is no longer approved.
F. FranchiseeacknowledgesandagreesthatFranchisoris(ormayatanytimeinfrtture
hecome)an approved ordesignatedsupplierfbrcertainFilates/fitness equipment, otherequipment,
products, logo items, signage and artwork; that Franchisor may derive income from the sale of
such items, and that the price charged hyFranchisormayrefiectan ordinary and reasonahie profit
consistent withahusiness of the kind that produces and/or supplies such items
F FranchiseeacknowledgesandagreesthatFranchisormaysell products and services

to memhers located anywhere, even ifsuch products and services are similar to what Franchisor
sells to Franchisee and what Franchisee ofiers at the Studio. Franchisor may use the internet or
altemativechannels of conmêrce to sell CluhFilateshrandproducts andservices. Franchise
only sell the products and services from the Studio'sapproved location, and may only use the
internetoralternativechannelsofcommercetoofferorselltheproductsand services, as permitted
hy Franchisor, in order to register memhers for classes. Nothing in the foregoing shall prohibit
Franchisee from ohtainingmemhers overthe h^ternetprovidedFrancl^see'sintemetpresenc
content comply with the requirements of this Agreement.
G Unless Franchisoragrees otherwise, Franchisee may not actively solicit potential

memhers orcustomers, orotherwisepromotetheFranchisedBusinessthroughany targeted
advertising/marketing, outside of the DesignatedTerritoty^.Nothing in this
shall prohibit Franchisee from servicing memhers and other customers that contactFranchisee or
the Studio, regardless ofwhere those members/customers reside orwork.
H Unless Franchisor directs or agrees otherwise in writing, Franchisee agrees not to

sell vitamins, supplements or other nutritional products or food items, including bottled water, ^
theStudio.
1. Franchisorreserves the rightto charge its then-currentper day Penalty Fee for each
dayFranchiseeoffersorsellsunauthorizedproductsorservices from the Studio
8.5 Complianee with Laws. Franchisee agrees to comply with all federal, state and local
laws, rules, and regulations and shall as soon as practicable, hutin any event priorto the opening
for business ofthe Studio, ohtain all municipal and state permits, certificates or licenses nece
©20172018 Club Pilates Franchise,^ ^21

toopeêtheStudio and shah file and
hnsiness(whethernnderafiehfions name or otherwises Franchisee aeôwledges and agrees that
it has dê sole responsihiiity to investigate and eompiywith any appheah^
the Stndio is located that are speeifie to theoperationofahealth/fitnessstndio. For example, some
states require that healtl^fimess facilities havea
that is certified inhasiccardiopolmonaryresnscitationorotherspecialized medical t r a i n s Some
state orlocallawsmay also reqnirethathealth/fitnessfacilitieshaveanantomatedextemal
defihrillatorand/orother first aid equipment on the premises. Franchisee shall operate and
maintain the Studio in strict compliance with all employment laws, huilding codes, fire and safe^
codes, environmental laws, Occupational S a f e t y ^
laws, sanitation laws, Americans with Oisahilities Act and any other requirements that may he
prescrihedhy any federal, state or local governmental agency Franchisee agrees to umnediately
provide Franchisor withacopy of any notice received hy Franchisee fiom any state, local or
governmental agency pertaining to compliance with any codes or requirements, or the failure to
comply with any codes or requirements, at the Studio. Franchisee herehy certifies and represents
that Franchisee, and any ofits affiliates,any of its partners,memhers, shareholders or other equity
owners, and theirrespective employees,officers, directors representatives or agents, are not acting,
directly or indirectly,for or on hehalf of any person,group,entityor nation namedhy any
Executive Order or the United StatesTreasury Department asaterrorist,"Specially^
National and Blocked Ferson,"or other hanned or hlocked person,entity, nation or transaction
pursuant to any law,order, role or regulation that is enforced or administered hy the Office of
Foreign AssetsControl. Franchiseeherehy agrees todefend, indemnify andholdharmless
Franchisor from and against any and all claims, damages, losses, risks, liahilities and expenses
(including attorneys'fees and costs)arisingfiomorrelated to any hreach ofthe certifications set
forth in this paragraph.
86 OperationaiFfforts.FranchiseemavaooointaDesignatedManagertoassistmthedirect
day-to-day, supervisionof theoperations of the Studio,provided that DesignatedManager
successfully completestheDesignatedManagerTminingFrogrampriortoconêncing any
management responsihilities at the Studio. Franchiseeagrees to keep Franchisor advised, in
writing, of any manager and all teachers involvedirithe operation of the franchised husiness and
their contact information. Franchisee agrees to keep the Studio open for the hours stated in the
Manualand asdeemedappropriatehyFranchisor. I f Franchisee doesnothaveaDesignated
Manager, then Francl^see(or its Operating Frincipal, as applicahle) must he onsite at the Studio
during normal husiness hours to manage dayto day operations.
87 Oood Standing. Franchisee will he considered in "Oood Standing" ifFranchisee is not in

default of any ohligation to Franchisor or anyofFrancl^sor'saffiliates,whether arising under this
Agreement or any other agreement hetween Franchisee and Franchisor(or any of Franchisor's
affiliates), the Manual or other System requirements.
8.8 Ferformanee Standards. FranclnseeandFranchisorhaveashared interest in the Studio

performmgatdrahovethe System Standards. Franchi
relationship if Franchisorhad anticipated that Franchisee wouldnot meet theseFerfbrmance
Standards.

A. ^ ^ ^ ^ ^ ^ ^ Fmnc^sor may choos^mits sole ^
Studio foreomphanoewiththe System Standards using v a r ^
to, inspeehons^fieid service visits, surveiiianeeeamem monitoring, member eonêm
and secret sbopperreports^Franobisee must meet minimum standards for eieaniiness, equipment
condition,repairand frmction, andcustomerservice Franchisee's employees, includingany
independent contractors, must meet minimum standards lor courteousness and customer service.
B. ^ ^ ^ ^ o ^ ^ ^ ^ ^ v ^ ^ ^ ^ Unless waived hy Franchisor due to

unique market conditions,Franchisee must meetacertamMininûmMonthlyGrossRevenue
ûota. IfFranchisee fails to achieve and maintain average monthly gross revenues of$30,000hy
thel^year anniversary of the opening of the Studio and average monthly gross revenues of
$40,000hytheendofthe2^yearanniversaryand each succeeding yearthereafrer,thenFranchisor
may instituteacorrective training program and/or require Franchisee to perform additional loca^
marketing I f Franchisee fails to meet the Minimum Monthly Gross Revenue ^ u o t a f o r 3 6
consecutivemonthsatany timeduringtheTermof this Agreement,Franchisor, at itssole
discretion, mayinstituteamandatotycorrective training program or terminate this Ag^^^
upon written notice to Franchisee
9. A D V E R T I N G AND MARKETING
91 Eund
A. Eranchiseewihberequfredtopay^
asdescrihedmSechon ^ o f t h i s Agreement In theevent Pranehisor inereases theEnnd
Gontrihntionfromwhîtisasofthe^
least 60 days'written norieeofsneh increase in the PnndGontrihn^
B. The Etmd is administered hyPranei^sor with the assistance and a d v ^

the Pnnd Committee (the"MPG')pnrsnanttoacharter agreement among Franchisor and the
memhers of the MPC, which serves in an advisory capacity only. Under the cnrrent charter, which
is snhject to change. Franchisor h^nchiseeseiect^memhers to the MPC to serve foraone-year
term corresponding to the caiendaryear and Franchisor seiects^memhers to serve loraoneyear
term corresponding to the calendar year. The4-memherMFC will, hyamajority vote, assist ns
in determining the selection and placement of regional and national advertising. Each MFC
memher has one vote. If the MFC is deadlocked, onr President will hreak the deadlock with the
deciding vote^which shall he hinding. The Fnnd is maintained and operated hy Franchisor with
the assistance ofthe MFC to meet the costs ofcondocting regional and national advertising and
promotional activities which are deemed most beneficial to the System.
C. TheMFC shall represent Franchiseeand adviseFranchisor withregard to all

advertising, marketing andpnhlic relations programs and activitiesfinancedhytheFond, inclo^
the creative concepts, materials and endorsements nsed and the geographic markets media
placement and allocation. The MFC will he purely advisory in nature and will have no operational
or ultimate decision making authority. You agree that the Fund may he used to pay the costs of
preparing and producing associated materials and programs as Franchisor may determine,
©^172018 Cioh elates Franchô.^C

20172018 Fraoohiso Agreement
inducing theuseofsocialmedi^ ^ ^ u h u m ^ devôpmgaudimp^memmgadve^^^ and
ômônal campai^n^ video, andioandwriênadveîngmateriaêmp^yinga^
ageneie^sponsorship of spoking, eharitahie or simdarev^
and roohi rogiooai advertising programs ineinding purchasing direct mad and other media
advertising, website deveiopmenôperation and tcpay Internet, intranet, URL,800or similar
number, and other charges, fees and/or expenses, incinding employing advertising agencies to
assist with marketing efforts; and^supporting public relations, market research and other
advertising, promotional and marketing activities-; the reasonable costs of a d m i n s
includingaccountingexpenses and theactual costsof salaries and fringebenefitspaidtoour
employees engagedmadministration of the Pund and/or creation, development and/orp^
ofanycreatiyeand/orimplementationofanycampaignsassociatedwiththesame. Abrief
statement regarding the availability of Club Pilates h^nchises may he included in advertising and
other items produced using the Pund.
D. Franchisor may spend in any calendar year more or less than the total Advertising
Contributions to the Pund in that year. Franchisor may cause the Pund to invest any surplus for
future use bythe Fund. Franchisormay borrow from Franchisor or other lenders on behalfofthe
Fund to cover deficits of the Fund.
F. Franchisor and/or any Franchisor Related Persons/Fntities can provide goods,

services, materials, etc. (including administrative services and/or"in-houseadvertism^
services)and be compensated and/or reimbursed for the same by the Fund, provided that any such
compensation must be reasonable in amount. Franchisor can arrange for goods, services,
materials, etc. (including administrative services) to be provided hy independent
persons/companies and all related costs, fees, etc will be paid by the Fund.
P. The Fundwillbe accounted for separately fromFrancbisor's other funds and

PranchisorwillnotusetheFundforits general operating expenses. Alltaxes ofany kind incurred
in connection with orrelated to the Fund, its activities, contributions to the Fund and/or any oth^^
Fund aspect,whether imposed on Franchisor, the Fund or any other related party,will he the sole
responsibility of the Fund. Franchisor will retain independent certified public accountants to
prepare an annual audit of the Fund, at the expense of the Fund, and sendacopy of the audit to
Franchisee upon written request. All interest earned on monies contributed to, or held in, the Fund
willbe remittedto theFundand willbe subjectto the restrictionsoftherelevant Franchise
Agreement(s).
C You acknowledge that the Fund Contributions are intended to maximize general
public recognition ofand the acceptance ofthe intellectual Property for the benefit of the S^
asawhole. Notwithstanding the foregoing, Franchisor undertakes no obligation, in administering
the Fund Contributions to make expenditures for you that are equivalent orproportionate to your
contrihution,or to insure that any particular Club Pilates business benefits directly o r ^ o ^ ^
from advertising or promotion conducted with the Fund Contributions.
ff. Franchisor maintains the right to terminate the collection and disbursement of the
Pund Contributions and the Fund. Upon termination,Franchisorwill disburse the remaining funds
for the purposes authorized under this Agreement.
© 2 ^ 2 0 1 8 Club PiiatesFraocbiso^LC
2^2018 franchise Agreement
I In the event Franchisor or a n y A f f i ^
otihzing the System,these"eompanyowned"Stodioswiheontr^
hasts thatfranchisedStndios in theSystem are required to eontrthnte.
9.2 Loeai Marketing Activities: Fre-Saies Phase and Opening Snpnort Fian
Expenditures.
A. Franchisee is responsihie for iocai advertising and marketing activities to attract

memhers to the Studio. Franchisee must expend at ieast$i,500 per month on approved
advertising and marketing activities designed to promote the Studio within theOesignated
Territory. Upon Franchisor's written request, Franchisee must provide Franchisor with an
accounting ofah expenditures made hy Franchisee to comply with this Section, aiong with any
invoices or other documentation to support such expenditures.
B. Franchisee's advertising wihheingood taste and conform to ethical and legal

standardsand our requirements. Franchisor may requireFranchiseetosuhmit samples of all
advertising and promotional materials(andanyuseof^
identification) for any media, including the lnternet,World Wide Weh or otherwise. Franchisor
retains the right to approve or disapprove of such advertising,mits sole discretion. Franchisee
agrees not to use any materials or programs disapproved hy Franchisor.
C ^ Franchisor must approve any form of co-hranding, or advertising

with other hrands, products or services,inwriting, in advance.
D. Franchisee must also expend all required amountsthat Franchisor prescrihes or

otherw^seappr^vesas paitof Franchisee^Fê-SalesFhaseolan^ includinganvamountsdue
FranchisorâpprovedsuopherlortheOoemngSuppo^ Program.
9.3 Social Media Activities. Asused in this Agreement, theterm "Social Media" is
defined asanetworkof services, mcluding,hutnotlimitedto,hlogs,microhlogs, and social
networlring sites (such as Facehook,Einkedln and MySpace),videosharing and photosharing
sites(suchasYouTuheandFlicl^), review sites(suchasYelp and Urhanspoon), marketplace si^^^
(sueh as eBay and Craigslist),Wikis, chat rooms and virmal worlds, that allows participants to
conmûnicate online and form communities around shared interests and experiences. While it can
heaveryeffechvetool for huilding hrand awareness, it can also he devastating toahrand if used
improperly. Therefore, Francl^see must strictly follow the Social Mediaguidelines,code of
conduct,andetiquetteassetforthintheManual. Anyuse of Social Media hyFranchisee
pertaining to the Studio must he in good taste and not linked to controversial, unethical, inborn
illegalor inappropriate content. Franchisor reserves the right to"occupy"any Social Media
wehsites/pages and he the sole provider of information regarding the Studio on such
wehsites/pages(e.g.,asystemwideFacehookpage). At Franchisor's request, Franchisee will
promptlymodifyorremoveanyonlineconununicationpertainingto theStudio that doesnot
comply with this Agreement orthe Manual.

9.4 Franchisee Marketing Group(s) ("Co-Ops"). Franchisor may decide to form one or
more associations and/or sub-associations of Club Pilates Studios to conduct various marketing-
related activities on a cooperative basis (a "Co-Op"). If one or more Co-Ops (local, regional and/or
national) are formed covering Franchisee's area, then Franchisee must join and actively
participate. Each Studio will be entitled to one (1) vote, but in order to vote the Studio must be in
Good Standing. Franchisee may be required to contribute such amounts as are determined from
time to time by such Co-Ops.

Your Initials: /
10. FINANCIAL REPORTS, AUDITS, COMPUTER SYSTEM AND INSURANCE

REQUIREMENTS
10.1 Records and Reports. Franchisee shall maintain and preserve for four (4) years or such
period as may be required by law (whichever is greater) from the date of their preparation such
financial information relating to the Studio as Franchisor may periodically require, including
without limitation. Franchisee's sales and use tax returns, register tapes and reports, sales reports,
purchase records, and full, complete and accurate books, records and accounts prepared in
accordance with generally accepted accounting principles and in the form and manner prescribed
by Franchisor. Franchisee agrees that its financial records shall be accurate and up-to-date at all
times. Franchisee agrees to promptly furnish any and all financial information, including tax
records and returns, relating to the Studio to Franchisor on request.
10.2 Right to Conduct Audit or Review. Franchisor shall have the right, in its sole
determination, to require a review by such representative(s) as Franchisor shall choose, of all
information pertaining to the Studio including, without limitation financial records, books, tax
returns, papers, and business management software programs of Franchisee at any time during
normal business hours without prior notice for the purpose of accurately tracking unit and System-
wide sales, sales increases or decreases, effectiveness of advertising and promotions, and for other
reasonable business purposes. Such review will take place at the Studio or Franchisee's head
office (if different), or both, and Franchisee agrees to provide all information pertaining to the
Studio requested by Franchisor during its review. If the review is done because of a failure by
Franchisee to furnish reports, supporting records or other required information or to furnish the
reports and information on a timely basis, Franchisee shall reimburse Franchisor for all costs of
the audit or review including, without limitation, travel, lodging, wage expense and reasonable
accounting and legal expense. The foregoing remedies shall be in addition to any other remedies
Franchisor may have under this Agreement or applicable law.
10.3 Computer System and Software. Franchisee must acquire a computer for use in the
operation ofthe Studio. Franchisee agrees to record all of its receipts, expenses, invoices, member
lists, class and employee schedules and other business information promptly in the computer
system and Use the software that Franchisor specifies or otherwise approves. Franchisor reserves
the right to change the computer system, and the accounting, business operations, customer service
and other s o f r w ^ a t any time. Data, inelndmg names, addressed eontae^
eard or payment information ofmemhers ofthe Stndtowih he eaptnre^
and wih heeome the joint property of Pranehisee and Pranehisor during the Term of this
Agreement. Pranehisee wih providePranehisorwithany passwordsneeessary to aeeess the
husiness infornâtion for the Studio that is stored on the required software and onhn^ Pranehisor
may use sueh information to eommunieatedireetiy to the memhers of the Studio, and to provide
updates, information, newsletters, and speeiai offers to the memhers. Pranehisee must upgrade
and maintain the eomputersystem and software in the Studio,as required hy Pranehisor from time
to time, and pay any fees associated with sueh upgrades. Upon expiration or termination of this
Agreement, Pranehisee shah have nofmêr aeeess or rights to the memher information and
Pranehisorshall he the sole ownerof sueh information.
10.4 Insurance.
A Prior to opening the Studiofor husiness and throughout the entire termof this
Agreement, Pranehisee wdikeepinlorce at Pranchisee'sown expense and hy advance payment
ofthe premium, the following insurance coverages:
(1) Workers'Compensation and Pmployer'sLiahihty Insurance as welias such

other insurance, with stamtory limits, as required hy law in the jurisdichon where the fr^
husiness is located Employers Liahihtyor"StopCap"insurance,with limits of not lessthan
$1,000,000 eachaccident;
(2) Conmêrcial General Liahility Insurance, Occurrence form, includingaper

locationorprojectaggregate,withthefollowingeoverages: owners and contractors protective
liahility,hroad form property damage, contractual liahility,severahilityofinter^^^
and advertising injury; and products/completed operations; medical payments and fire damage
liahility; insuring youand us against allclaims, suits, ohhgations, liahilities and damages,
mcludingattorneys' fees, haseduponorarisingoutofaetualorallegedpersonalinjuriesor
property damage resulting from or occurring in the course of, or on or ahout or otherwise relah^
to the Pranchised Business including general aggregate covemge in the following limits:
Reouired Coverage MinimumEimits of Coverage

CeneralAggregate $5,000,000
Products/Completed Operations Aggregate $5,000,000
Personal and Advertising Injury $1,000,000
Each Occurrence $1,000,000
Participant EegalEiahility $1,000,000
Professional Eiahility $1,000,000
Employee Benefits Eiahility (per employee) $1,000,000
Employee Benefits Eiahihty(aggregate) $2,000,000
Damage to Rented Premises (per occurrence) $1,000,000
Medical Expense(any one person) $5,000

(3) " A L L R I S ^ " o r special fcrmprcperty coverage of noiessthancurrem
replacemem cost of the Studios equipment, fixtures and leasehold improvements (tenant
improvements) sufficieutinthe amount to restore the Studio to fiili operations Glass coverageno
less thana limit of $25,000 and signcoverageno less thana limit of$10,000 inaddition to
equipment, fixtures and leasehoid improvements;
(4) Business interruption insurance with coverage for at least twelve (12)
monthslor actual losses. (For purposes of tins Agreement,"GrossSales"shall includeany
proceeds received hyFranchisee in connection witha"busmess interruption" i n s u ^
(5) Auto Liahility (Hired and Nonownedautos)witha$l,000,000 Gomhined

Single LimitFachAccidentfor Bodily hijuryandFroperty Damage, ifFranchisee u t ^
in connection with the operation ofthe Studio; and
(6) Employment Fractices Liahility withalimit no less than $1,000,000 per

claim and$l,000,000 aggregate per location. The retention may not exceed$l,000.
B. All insurance policies musthe written hy an insurance company licensedinthe

state in which Franchisee operates its Studio. The insurance company must have at least an "A"
Rating Classification as indicated in A.MBest'sKev Rating Guide.
D^F. G^ Franclnsor rescues the right, fiom time to time, in its discretion, to upgrade
the insurance requirements or lowerthe required amounts as to policy limits, deductihles,scope of
covemge, or rating ofcarriers in response to current industry standards, market conditions a n ^
landlord requirements. Withinsixty(60) days ofreceiptofnoticefiomFranchisor, Franchisee
agrees to revise its coverage, as specified in any notice fiom Franchisor.
E DFranchisorresetês the right to designate, orrequuepre-approvalof theprovider

ofany insurance requiredmconnection with the Studio
F Franchisee's obligation to ohtain and maintain insurance shall not he limited hy

reason ofany insurance that may he maintained hy Franchisor nor relieve Franchisee ofliahility
under the indemnityprovisions set forth in this Agreement. All insurance shall name Franchisor
as an additional insured, waive anysuhrogationrights or otherrights to assertaclaim hack against
FranchisorandshallcontainaclauserequiringnoticetoFranchisorthirty(30) days in advance of
anycancellation or material change or cancellation to any such policy Franchisee shall give
Franchisor certificates of coverage at least annually. Failure to ohtain or the lapse of any of the
required insurance coverage shall he grounds for the immediate termination of this Agreement
pursuant to Section 15.1,and Franchisee agrees that any losses, claims or causes ofaction arising
after the lapse ofor termination ofinsurance coverage will he the sole responsibility ofFranchisee
and that Franchisee will hold Franchisor harmless fiom all such losses, claims and/or causes of
action, h^ addition, hut not to the exclusion ofthe foregoing remedy,ifFranchisee fails to procure
or maintain the required insurance, Franchisor shall have the right and authority,but not the
obligation, to procure immediatelytheinsuranceandFranchiseeshallreimburseFranchisorfo^
cost of the insurance plus reasonahie expenses immediately upon written notice Franchisee is
requiredtosuhmittoFranchisoracopyofaGertificate of Insurance, with Franchisor asan
©20172018 Club Pilates Franchise.^ A28

additional insured, showing compliance with the foregoing requirements at least thirty (30) days
before Franchisee commences operation of the Studio. Franchisor shall have a security interest
in all insurance proceeds to the extent Franchisee has any outstanding obligations to Franchisor.

Your Initials: /
11. RELATIONSHIP OF THE PARTIES; INDEMNIFICATION
11-1 Independent Contractor. The only relationship between Franchisor and Franchisee
created by this Agreement is that of independent contractor. The business conducted by Franchisee
is completely separate and apart from any business that may be operated by Franchisor and nothing
in this Agreement shall create a fiduciary relationship between them or constitute either party as
agent, legal representative, subsidiary, joint venturer, partner, employee, servant or fiduciary of
the other party for any purpose whatsoever. Franchisee shall hold itself out to the public as an
independent contractor operating the business pursuant to a license from Franchisor, and
Franchisee agrees to take such action including exhibiting a notice to that effect in such content,
form and place as Franchisor may specify. It is further specifically agreed that Franchisee is not
an affiliate of Franchisor and that neither party shall have authority to act for the other in any
manner to create any obligations or indebtedness that would be binding upon the other party.
Neither party shall be in any way responsible for any acts and/or omissions of the other, its agents,
servants or employees and no representation to anyone will be made by either party that would
create an implied or apparent agency or other similar relationship by and between the parties.
11.2 Indemnification. Franchisee, as a material part of the consideration to be rendered to

Franchisor, agrees to indemnify, defend and hold Franchisor, as well as Franchisor's directors,
officers, principals/owners, managers, shareholders, affiliates, subsidiaries, employees, servants,
agents, successors and assignees (collectively, the "Indemnitees"), harmless from and against any
and all losses, damage, claims, demands, liabilities and causes of actions of every kind or character
and nature, as well as costs and expenses incident thereto (including reasonable attorneys' fees and
court costs), that are brought against any of the Indemnitees (collectively, the "Claims") that arise
out of or are otherwise related to Franchisee's (a) breach or attempted breach of, or
misrepresentation under, this Agreement or in connection with the offer/sale of the Studio prior to
the execution ofthis Agreement, and/or (b) ownership, construction, development, management,
or operation of the Studio in any manner. Notwithstanding the foregoing, at Franchisor's option,
Franchisor may choose to engage counsel and defend against any such Claim and may require
immediate reimbursement from the Franchisee of all expenses and fees incurred in connection
with such defense

Your Initials: /
©203^2018 Club Pilates Franchise, LLC A-29

12. CONFIDENTIALINFORMATION
121 Franchisors Confidential Information
A. Franolnsooaolôwlodgosandagroosth^
to tho dovolopmont and operation of the Stndio, inelnding, without limitation, the Manual,
Franehisor^trainingprogram,memhers8ndsuppherlists,or other information or Imowhow
distinetivetoaCluhFilates Franehise(8ll ofthe p
"Confidential Information") are considered toheproprietary and trade secrets of Franchisor.
Franchisee agrees that allConfidential ^formation is toheheldinthe strictest ofconfidence
duringand after thetermof this Agreementandis notto he divulged to anyone directly or
indirectly at any time, except toFranchisee's Studio employees, includingany independent
contractors, withaneed f o l l o w the information in orderto operate the Studio. Upon Franchisor's
request,Fmnclnsee shall require the Studio'semployeesandany independent contractorsto
execnteanondisclosureandnoncompetitionagreementina fom^ satisfactory to Franchisor.
Franchisee shall not acquire any mterest in the Confident
utilize it inthe Studioandagreesnottocopy, duplicate, recordorotherwisereproduceany
Confidential information, in whole or in part, nor otherwise make them available to any
unauthorizedperson,nor usethemin any other husinessorinany manner not specifically
authorized or approved in writinghy Franchisor. Franchisee shall adopt and implement all
reasonahleprocedures to prevent unauthorized use, duplicationordisclosureof Franchisor's
Confidentialinformation. IfFranchiseeorFranchisee'semployees orany independent contractors
leamahout an unauthorised use of any trade secret or confidential materials. Franchisee must
promptly notify Franchisor. Franchisor is not obligated to take any action, hut will respond to the
information as it deems appropriate. IfFranchisee at any time conducts, owns, consults with, is
employed hy or otherwise assistsasimilar or competitive business to tlât franchised hereunder,
the doctrine of"inevitable disclosure" will apply, audit willbe presumed that Franchisee is in
violationofthiscovenant; and insuch case, itshallbeFranchisee'shurden to prove thatFranchisee
is not in violation ofthis covenant.
B. Franchisee agrees that any new concept, process or improvement in the operation
or promotion ofthe Studio developed by or on behalfofFranchisee that relates to or enhances the
Club Filates Operating System, or any aspect ofFranchisor'sbusiness,shall be the sole property
ofFranehisor, andFranchisee shall promptlynotifyFranchisorand shall provide Franchisor with
allnecessary informationand executeallnecessary documents withrespect thereto, without
compensation. Franchisee acknowledges thatFranchisormayutilizeordisclose such information
to other Franchisees.
12.2 No Otberlnterests. Franchisee further acknowledges thatFranchisor would be unable to

protect its Confidential Information against unauthorized use or disclosure and would he unable to
encourage a free exchange of ideas and information among Club Filates franchisees i f its
franclnsees were permitted tohold an interest in other fimess or Filates Studio businesses and
otherwise to compete with Franchisor. Therefore, during the term ofthis Agreement, Franchisee
must comply with the competitive covenant provisions of Articlel^herem.

12.3 Injunctive Relief. Franchisee expressly agrees that the existence of any claims it may
have against Franchisor, whether or not arising out of this Agreement, shall not constitute a defense
to the enforcement of this Article 12. Franchisee acknowledges and agrees that any failure to
comply with the requirements of this Article 12 will cause Franchisor irreparable injury for which
no adequate remedy at law is available, and Franchisee accordingly agrees that Franchisor shall be
entitled to injunctive relief as specified in Section 16.2 herein to enforce the terms of this Article
12. Franchisee shall pay all costs and expenses, including, without limitation, reasonable
attorneys' fees, incurred by Franchisor in connection with the enforcement of this Article 12. The
foregoing remedies shall be in addition to any other remedies Franchisor may have under this
Agreement or applicable law.

Your Initials: /
13. COVENANTS NOT TO COMPETE
13.1 Non-Competition Covenants of Franchisee.
A. During the Term of this Agreement. Neither Franchisee, its principals, owners, or
guarantors, nor any immediate family of Franchisee, its principals, owners, or guarantors
("Restricted Parties"), may, directly or indirectly, for themselves or through, on behalf of, or in
conjunction with any other person, partnership or corporation own, maintain, engage in, be
employed or serve as an officer, director, or principal of, lend money or extend credit to,
lease/sublease space to, or have any interest in or involvement with any fitness or exercise
business, any fitness or exercise marketing or consulting business, any business offering products
ofa similar nature to those ofthe Studio, or in any business or entity which franchises, licenses or
otherwise grants to others the right to operate such aforementioned businesses ("Competing
Business"). Furthermore, the Restricted Parties shall not divert, or attempt to divert, any
prospective customer to a Competing Business in any manner.
ErG. After the Term ofthis Agreement. For two (2) years after the expiration, termination
or non-renewal (by Franchisor or by Franchisee for any reason) of this Agreement or after
Franchisee has assigned its interest in this Agreement, the Restricted Parties shall not own,
maintain, engage in, be employed as an officer, director, or principal of, lend money to, extend
credit to, lease/sublease space to, or have any interest in or involvement with, any other Competing
Business within a ten (10) mile radius of (a) the site ofthe Franchisee's former franchised Studio,
or (b) any other Club Pilates brand Studio, whether franchised or owned by Franchisor or any of
Franchisor's affiliates.
13.2 Non-Solicitation Covenants.
A. During the Term of this Agreement. Franchisee agrees not to employ or seek to
employ any person employed by Franchisor or by any other franchisee ofFranehisor, or otherwise
directly or indirectly induce or seek to induce such person to leave his or her employment during
the term of this Agreement, without first obtaining the consent of Franchisor or any other
franchiseeofp^nchiso^ Ins^ctors and sales staff mayworkatmore than one Studio. Pranehisee
aeiôwiedges that Pranehisor has the right tooffer to seh or to sehaClnhPiiates franchise t^
employee ofPranehisee.
B. ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ Portwo^yearsafterthee^
or non-renewal (hy Pranehisoror hy Pranehisee lor any reason) ofthis Agreement or afrer
Pranehisee has assigned its interest in this Agreement, the Pestrieted Parties shall not (i)s
husiness from customers ofPranehisee'sfomêrSmdio,(ii) contact any ofPranelnsor'ssnpplie^^
or vendors forany competitive husiness purpose, or (ui) solicit any of Pranchisor's other
employees, or the employees of Franchisor's affiliates or any other System franchisee, to
discontinue employment.
13 .3 Enforcement of Covenants.
A. Franchisee expresslyagrees that the existence of any claims it may have against
Pranchisor,whether or not arising out of this Agreement, shall not constituteadefense to the
enforcementofthe covenants in this Articled Franchisee acknowledges and agrees that in view
ofthe nature ofthe System and the husiness ofFranclrisor, the restrictions contained in tl^sA^
13 are reasonahie and necessary to protect the legitimate interests ofthe System and Franchisor.
Franchiseefrn^heraclôwledgesand agrees thatFranch^
13 will cause irreparahleitûry to Franchisorfr^rwinch no adequate remedy at law is ava^^
and Franclnsee accordingly agrees that Franchisor shall he entitled to preliminary and permanent
hûnctive relief and damages, as well as, an equitahleaccounting of all earnings, profits, an^
henefitsarisingfromsuchviolation,whichremedies shall he cumulativeând in addition to any
other rights or remedies to which Franchisor shall he entitled. Franchisee agrees to waive any
hondthat may he requiredor imposed inconnectionwiththeissuance of any preliminary or
provisional relief Franchisee shall pay all costs and expenses, including,without limitation,
reasonahie attorneys' fees, incurred hyFranchisorinconnection with the enforcement of this
Article13. IfFranchisee violates any restriction contained in this Artielel3,and it is necessary
for Franchisor to seek equitahle relief, the restrictions contained herein shall remam
two (2)years afrer such reliefisgranted. IfFranchisee contests the enforcement ofArticle13and
enforcement is delayed pending litigation, and i f Franchisor prevails, the period of non-
competition shall he extended foran additional period equal to theperiod oftime that enfo
ofthis Article 13 is delayed.
B. Franchisee agrees that the provisions of this covenant not to compete are
reasonahie. If^ however, any court should find this Article 13 or any portion of this Article 13 to
he unenforceahleand/orunreasonahle, the court is authorized and directed to rednce the scope or
duration(orhoth)oftheprovision(s)in issue to dêextentnecessaryto render it enfor^^
reasonahie and to enforce the provision so revised
C Franchisor shall have the right,mFranchisor'sdiscretion, to reduce the scope of

any covenant not to compete set forth in this Agreement, orany portion thereof, without
Pranchisee'sconsent, effective inunediately upon receipt hyFranchisee ofwritten notice thereof
and Franchisee shall comply with any covenant as so modified.

Ihave read A^cle 13, underândiând agree to
comply with eaehofitsSeetion^
Yourlmrial^ /
14. TRANSFER OFINTEREST
14.1 Eranebisor^ Approval Reomred. Ah rig^

Agreement arepersonal to Franehiseeandexeeptasotherwiseprovidedm this Article 14,
Franchisee shall notwithootFranehlsor'sprior written eooseot,volonta^
operation of iaw orotherwise, sell, assign, transfer, pledge or enconther its interest in this
Agreement, in the license granted herehy,in the assets of the Stodio, any of its rights hereonder,
orin the lease lor the premises at winch the Stndio is located, and anypmported sale, assign
transfer, pledge or encnmhrances shall he noil and void IfFranchisee isacotporation, limited
liahility, partnerslnp,oran individual or gronpofindividnals, any assignment(or new issn^
directly or indirectly, occurring asaresult ofasingle transaction oraseries of transactions
alters the Fercentage of Ownershiplnterest reflected in Sections.5 of this Agreement must
promptly he reported to Franchisor and isa^transfer" within the meaning ofthis A ^
142 Conditions forApprovalofTransfer. Franchisor shall not unreasonably withhold its

approval of a proposed transfer, provided that the prospective transferee, in Franchisor's
reasonable judgment, isofgood moral character and reputation, has no conflicting interests,hasa
good credit rating and sufficient and competent business experience, aptitude and financial
resources acceptable to Franchisor'sthenDcurrentst^^^
conditions are met (l)Franchisee pays Franchisoratransfer fee in an amonnt equal to$10,000;
(2) Franchisee signsageneralreleaseof all claims in F r a n ^
and equipment must he upgraded, refitrbished or repaired i f Franchisor, in its sole discretion,
decidesitisnecessary; and(4) thetransferee(a)completes(orhas itsOperatingFrincipal
complete)tbeOwner/Operator Module and has its Designated Manager complete the Designat^^
ManagerTrainmgFrogram,and(b)has at least one (1) Certified Filateslnstructor that has
completedtheBridgeTraining Program oranindividualthathascompletedtheTeacher
Training Frogram^prior to resuming the provision of Approved Services at the Studio
143 FermittedTransferstoaCorporation or EEC or Affiliate Company. IfFranchisee is

an individual or partnerslhp, and desires to assign and transfer its rights, assets and obligations
underthis Agreement to a corporationorlimitedhabilitycompany that is whollyôwnedhy
Franchisee and formed lor the convenience of ownership, it may do so without approval from
Franchisor, and without payment ofatransfer fee, so long as the terms and conditions of this
Agreement remain unchanged, and the Franchisee shall own and control all of the equity and
voting power ofall issued and outstanding stock ofthe transferee corporation or all ofthe equity
and voting power ofthe limited liability company and, ifFranchisee is more than one individual,
each individual shall have the same proportionate ownership interest in the corporation or linn
liability company as he or she had in Franchisee priorto the transfer.
14.4 Death or Disability ofEranehisee In the event ofthe death or disability ofFranchisee,
if an individual, or ofastoclôlderofacorporate Franchisee, orofapartnero^^
isapartnership,oramemberofaFranchisee which isalimited liability company,the transfer of
©20172018 CiuhPiiates Franchise, LLC A^
Franchisees or the deceased 5tOC^^
his or her heirs, trust, personal representat^
(6) monthsofthe death or disabiiity,hnt, shall not he deemedatransferhy Francis
that the responsible management employees or agentsof Franchiseehaveheen satisfactorily
trainedat Franchisor's InitialTraining^norohligateFranchiseetopay any transfer fee I f
Franchisor determmes(i) there is no inmnnenttrans^
heir or other principal person capable ofoperating the Studio, Franchisor shall have the right, hut
nottheohligation, to immediatelyappointamanagerandcommenceoperatingtheStudioonbehalf
ofFranchisee Franchisee shall he obligated to, and shall pay to Franchisor all reasonahie costs
and expenses for such management assistance, including without limitation, the manager'ssalary,
roomandboard,travelexpenses and allotherrelatedexpensesoftheFranchisor appointed
manager. Operation ofthe Studio during any such period shall be for and on behalfofFranchisee,
provided thatFranchisorshall only haveadutyto utilize reasonable efforts and shall nothe 1^^^
to Franchisee or its owners lor any debts, loses or obligations incurred by the Studio, or to any
creditor of Franchisee f o r a n y supplies, inventory, equipment, furniture, fixtures or services
purchased bythe Studio during any periodinwhich it is managed byaFranchisor appointed
manager Franchisormay, mitssolediscretion,extendthesix(6) month periodof time for
completingatransfercontemplatedby this Section.
14 5 Relocation Fxcept in cases when Franchisee is in default o f its lease, Franchisee may
identifyanewAuthorized Location w i t l ^ the same site selection area in which the Smd
located, subject to the written consent and approval ofFranehisor.
14 6 Transfer by Franchisor. Franchisor shall have the right to transfer or assign all or any
part ofits rights orobligationshereintoanyper
assignment, pledge or other means.
Ihave read A r ^ e l ^ u n d e r ^ a n d ^ a n d agree to

comply with eaeb of its Seetions
Yoor Initials: /
t^ D E E A U L T A N D T E R M I N A ^ O N OF A G R E E M E N T
iî Termination ofEraoehisehy Franchisor Franchisor shah have the right to terminate
this Agreement for^good cause^npondehvering notice o f terminationtoFranchisee. For
ptnôsesofthisAgreemen4"goodcanse"shahinclnde,withontiimitatiom^^
of this Agreement or any other agreement hetween Franchisee and Franchisor or any of
Franchisor's affihates,(n) intentional repeated orcontinuonshreachofany provisionof this
Agreement or any other agreement hetween Franchisee and Franchisor or any o f Franchisor's
affihates, and (hi) the hreaches set forth heiow^
A. Immediate Termination. Franchisee shah he deemed to he in defatdt and

Franchisor may terminate this Agreement and ah rights granted herennder,withoot affording
Franchisee any oppormnity to core the defanh, effective innnediateiyopon receipt o f notice
Franchisee, and sochtermmationshaii he for good can^
©20172018 CiohPiiates Franchise, LLC ^ A

(1) Franchisee has made any material misrepresentation or omission in
appiying lor the franehiseorinexeentingorperlormingnndertlns Agreement orany other
agreementhetween Franchisee and Franchisor or any ofFranehisor'saffiliates;
(2) Franchisee hecomesinsolventhy reason of Franchisee'sinahilitytopay

dehtsas they hecomedne, or makes anassignment for thehenefit of creditors or makes an
admission ofFranchisee'sinahility to pay ohhgations as they hecome doe;
(3) Franchiseefilesapetitioninhankrnptcy,oraninvolnntarypetitionm
hankrnptcy is fried against Franchisee orareceiver is appointed for Franchisee's hnsinessôra
finaljndgmentremainsnnsatisfiedorofrecordforÔ days or longer; orifFranchiseeisa
corporation, limited liability company or partnership, Franchisee is dissolved;
(4) Franchisee voluntarily or otherwise abandons the Stodio. For pmposes of

this Agreement, the term "abandon" meansî) failure to actively operate the Stndiofb^
two^business days without Franchisor'sprior written consent; or (ii) any other conduct on the
part of Franchiseeor itsprincipals that Franchisor determinesindicates a desireor intent to
discontinue operating the Studio in accordance with this Agreement or the Manual;
(5) Franchisee or any of its principal officers, directors, partners or managing

memhers is convicted of or pleads no contest toafelony or other crime or offense that adversely
affect the reputation of the System or the goodwill associated with the Marks;
(6) Franchisee makes an unauthorized direct or indirect transfer or attempted or

purported transfer of this Agreement,or makes an unanthorized direct or indirect transfer or
attempted or purported transfer of an ownership mterestm
transfer the Franclnse or the interest in the Franchise ofadeceased or disabled controlling owner
thereof as required;
(7) Franchisee falsifies anyfinancialreportsorrecords required to be provided

by Franchisee to Franchisor under this Agreement;
(8) Franchisee's-(i) disclosure, utilization, orduplication of anyportion ofthe

System, the Manual or other proprietary or Confidential Information relating to the Studio th^
contrary to the provisions ofthis Agreement; or (ii) material nnsuse ofthe Marks in any mann^
not expressly authorized by Franchisor;
(^) Franchisee violates any health or safety law,ordinance or regulation or

operatesthe Studio inamannerthatpresentsahealthorsafetyhazardto its members orto the
public;
(10) Franchisee fails to obtain lawful possession of an acceptable location and to.
open for business asaClub Filates Smdio within six(6) months afrer this Agreement is accepted
by Franchisor, unless Franchisor agrees otherwise in writing;

20-1-7-2018 Franchise Agreement
(11) Fmnclnseedelaulls under the l e a s e d
to posses the premises at the loeatlonatw^
(12) Franehlseelatlstoeomplywiththeeovenants notto compete as requiredm

Artielel3herem;or
(13) Franchisee, afterenrtngadelanltpt^snanttoSeetlonl^lBherem, commits

the same act of default again witlnnanytwelve(12) consecutive month period whether ornots
default is cured after notice thereofis delivered to Franchisee, or ifFranchisee received three (3)
or more default noticesftom Franchisor within any twelve (12)consecutive monthly period
whether or not such defaults were related to the same problem or were cured after notice thereof
was delivered to Franchisee.
B. Terminationwith Notice. In addition tothe provisionsof Section 15.1A,if

Franchisee shall he in defaultunderthe terms ofthis Agreementand the default shall not he cured
or remedied (to Franchisor'ssatisfaction) within thirty (30) days after receipt of written n o t ^
from Franchisor(or lOdays'priornotice in the event ofadelault that is described in Subsections
(6),(7)or(8)below),inadditiontoallotherremediesavailahleto Franchisor at law orinequity,
Franchisor mayimmediatelyterminate this Agreement, ffany such default is not cured within the
specified cure period, this Agreementshall terminate withoutfurthernotice to Franchiseeef^^
immediately upon expiration of the cure period. Franchisee shall be in default, and each of the
following shall constitnte good cause for ternnnation under this Agreement
(1) Failure, refusal orneglect by Franchisee to ohtainFranchisor'spriorwritten

approval or consent any time such approval or consent is required bythis Agreement;
(2) Franchisee's failure to comply with any provision of this Agreement that
does not otherwise provide for innnediate termination, or Franchisee's bad faith in c a ^
the terms ofthis Agreement;
(3) Failure by Franclnsee to maintain books andfinancialrecords fortheStudio

suitable for proper financial audit or failure by Franchisee to pernnt Franchisor to car^
rights to conduct an inspection or audit as provided in this Agreement or failure by Franchisee to
submit asrequired by this Agreement all reports,records and infbrmationof the ClubFilates
franchised busmess;
(4) Franchisee, or i f Franchiseehaselectednotto directly supervise "on^

premises" the day-to-day Studio operations, then Franchisee's management employee, fails to
complete, to Franchisor'ssatisfaction, the initial training program as provided in tin
(5) Franchisee fails to pay when due any amount owing toFranchisor or its
affiliates under this Agreement or any other agreement, or is unable to obtain adequate financing
to cover all costs ofdeveloping, opening and operating the Studio;
(6) Franchisee fails to paywhen due any amounts owing to anyperson or entity
mconnectionwiththeconstmction, leasing,financing,operation or supply of the Stud^
© 2 ^ 2 0 1 8 ClubPilates Franchise.^
(7) Franchisee closes any bank account without completing all of the following
after such closing: (i) immediately notifying Franchisor in writing, (ii) immediately establishing
another bank account, and (iii) executing and delivering to Franchisor all documents necessary for
Franchisor to begin and continue making withdrawals from such bank account by electronic funds
transfer as Exhibit 2 to this Agreement permits;
(8) Franchisee fails to maintain or suffers cancellation of any insurance

coverage required under this Agreement;
(9) Franchisee allows classes to be taught or training to be conducted by

teachers who have not successfully completed the Club Pilates Teacher Training Program or our
Bridge Training Program;
(10) Any transfer or attempted transfer by Franchisee or any partner, member or

shareholder in Franchisee of any rights or obligations under this Agreement to any third party
without the prior written consent ofFranehisor;
(11) Franchisee offers in conjunction with the operation ofthe Studio products
or services that have not been approved by Franchisor;
(12) Franchisee fails to abide by the pertinent marketing and advertising

requirements and procedures and participate in marketing programs for the business as established
by Franchisor; or-
(13) Franchisee fails to comply with the Performance Standards as set forth in
the provisions ofthis Agreement, as prescribed by Franchisor, or in the Manual, including, but not
limited to, the Minimum Monthly Gross Revenue Quota for a period of 36 consecutive months,
System Standards for cleanliness, customer service, equipment maintenance, and any other System
Standards which effect or enhance the member experience at the Studio-- or
(14) Franchisee fails to (a) utilize Franchisor''s then-current approved supplier to

provide the Opening Support Program, (b) actively engage in the Pre-Sale Phase activities set forth
in the plan that Franchisor and/or its Approved Supplier approves in connection with the Opening
Support Program, and/or (c) fails to timely acquire die Pre-Sale Start-Up Kit or expend the required
minimum amounts that Franchisor prescribes in connection with the Pre-Sale Phase and other pre-
opening activities designed to promote the Studio consistent with the terms of this Agreement.
15.2 Cross-Default. If there are now, or hereafter shall be, other franchise agreements or any
other agreements in effect between Franchisee and Franchisor and/or any of Franchisor's affiliates,
a default by Franchisee under the terms and conditions of this or any other such agreement, shall
at the option ofFranehisor, constitute a default under all such agreements.
15.3 Obligations of Franchisee upon Termination, Expiration or Non-Renewal.

Immediately upon termination, expiration or non-renewal of this Agreement for any reason:

•20-1-7-2018 Franchise Agreement
A. All rights privileges and licenses granted by Franelnsor to Franchisee shall
innnediately cease and he nnll and void and of n c l ^ ^
privileges and licenses shall innnediately revert to Franchisor;
B. Franchisee shall cease to he an anrhorizedClnh Filatesfranchiseowner, and shall

innnediately,atitsownexpense,removeallsigns, ohliterate or remove all letterheads, lah^^^
any other item or form of identifrcation that wonld in any way link or associate Franchisee, its
goods and/or services with Franchisor, and shall immediately cease to nse, in any manner, the
Marks, System and any other copyrighted information or materials or any confidential inform
Franchiseeohtainedasaresnltofthe franchise granted to Franchisee;
G Franchisee shall innnediatelyterminate all advertising and promotional efrorts and

any other act that wonld in any way indicate that Franchisee is or was ever an authorized Clnh
Filates franchisee;
D. Franchisee shall cancel any assumed nameofFranchisee or equivalent registration

that contains any Proprietary Mark, and Franchisee shall lumish Franchisor with evidence
satisfactoryto Franchisor of compliance with this obligation withinfive^daysafrerterm
expiration ornon-renewal ofthis Agreement;
F. Franchisee agreesnottouse any reproduction,counterfeit,copy,or colorable

imitation ofthe Marks that is likely to cause confrision, mistake or deception, or that is 1 ^
diluteFranchisor'srightsinandtotheMarks, and Ihrther agrees not to use any trade dress or
designationof originor descriptionor representation that falsely suggests or represents an
association or connection with Franchisor;
F. Franchisee shall pay all sums owing to Franchisor and its approved supphers for
outstanding amounts owed under the Franchise Agreement and otherwiseinconneetion with the
Studio, hi the event of ternâtion for any default of Franchisee, such sums shall include all
damages,costsandexpenses, including reasonable legal fees, incurred by Franchisor asaresult of
the default;
C Franchisee shall comply with the covenants set forth in Articles 12 and 13 of this
Agreement; and
H Franchisee shall, at Franchisor's option, assign to Franchisor any interest that

Franchiseehasinanylease forthe premises of the Studio;
F Franchisorshallhavetheoption, exercisable hygivingwrittennoticethereofwithin

thirty (30)days from the date of such termination, expiration or nonrenewal to purchase any an^
all equipment, furniture, fixtures, signs, sundries and supplies owned by Franchisee and usedm
the Studio, attbe lesserof(i)Franchisee'scostless depreciation computed onareasonahle straight
line basis (as determined in accordance with generally accepted accounting principles and
consistent with industry standards and customs) or (ii) fair market value of such assets, less(m
either case) any outstanding liabilities ofthe Studio. In addition, Franchisor shall have the option
to assume Franchisee'slease for the lease location ofth^
©20372O18Ouhâtes Franchise,^
20172018 Fraoohise Agreement
^sublease for the fuh renaming No
value wih be attributed to the v a l u e o f ^
(orsublease^forthepreruisesor tbeassigumeut of auy other assets used iueo^^
Studto,aud Prauehisor wilt not berequired topayauy separate eoustderatioufor any sueh
assignment or sublease.
i f the parties eannot agree on fair market value within thirty (30) days of
Franehisor'snotiee ofintent to purchase, fair market value shall be determined hy an experienced,
professional and impartial third party appraiser without regard to goodwill or going concern value,
designated by Franchisor and acceptable to Franchisee,whose determination shall he final and
binding on both parties. The cost of such appraisal shall be home equally by Franchisor and
Franchisee. Ifthe parties cannot agree upon an appraiser one shall be appointed by the American
Arbitration Association, upon petition of eitherparty.
Franchisor shall have the right to withhold from the purchase price funds sufficient
to pay all outstanding debts and liabilities ofFranchisee and the Studio and to pay such debts and
liabilities from such funds.
L Termination, expiration or non-renewal ofthis Agreement shall not affect, modify

or discharge any claims, rights, causes of action or remedies, which Franchisor may have against
Franchisee, whetherunder this Agreement or otherwise, for any reason whatsoever, whether such
claims or rights arise before or after termination.
15.4 Franchisors Rights and Remedies in Addition toTermination.
A. f f Franchisee shall be in default inthe performance of any of its obligations or

breach any term or condition of this Agreement,maddition to Franchisor'sright to ternâtetln^
Agreement, and without limiting any otherrightsorremedies to which Franchisormay be entitled
at law or in equity, Franchisor may, at its election, immediately or at any time thereafter, and
without notice to Franchisee cure such default for the account ofand on behalfofFranchisee
includmg,without limitation, entering upon and taking possession of the Stndio and to talringm
the name ofFranchisee, all other actions necessary to ef^ct the provisions ofthis Agreementand
anysuchentryorotheractionshallnotbedeemedatrespassorotherillegal act, and Franchisor
shall not be liable in any manner to Franchisee for so doing, and Franchisee shall pay the entire
cost thereof toFranchisor on demand, including reasonable compensation toFranchisor for the
management of the Studio.
B. As an alternative to Franchisor'sexercising its rights under Section 15.5A, ahove,

and only in the event of a premature termination of this Agreement, Franchisee shall pay
Franchisor liquidated damages in an amount equal to the sum of the royalties paid to Franchisor
for the twenty four (24) months prior to the termination of this Agreement; provided,^
exerciseofthisrightshallnotprecludeFranchisor'srightto seek injunctive relief as outlined in
Section 16.5. Franchisee's payment to Franchisorwouldnot beapenalty fbrbreaching this
FranchiseAgreement, but ratherareasonable estimate of the losses Franchisor would ineurinthe
event of the closure ofFranchisee'sfranchised business. Should Franchisor elect to enforce its
right to liquidated damages underthisSection,Franchisee'sobligation to pay such damages would
©20472018 Clob Pilates franchise,^ A^

be in addition to Franchisee's obligations to (i) pay all amounts still owed to Franchisor, and (ii)
adhere to Franchisee's other post-termination obligations. Franchisor's right to payment of
liquidated damages would be in addition to all other post-termination remedies available to
Franchisor under the law.

comply with each of its Sections
Your Initials: /
16. RESOLUTION OF DISPUTES
16.1 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California, without reference to this state's conflict of laws principles.
Notwithstanding the foregoing, the parties specifically agree and acknowledge that all claims,
causes of actions or disputes related to Franchisee's covenants not to compete set forth in Section
13 of this Agreement, including the interpretation, validity and enforcement thereof, shall be
governed by the laws of the state where the Studio is located.
16.2 Internal Dispute Resolution. Franchisee must first bring any claim or dispute between
Franchisee and Franchisor to Franchisor's management and make every effort to resolve the
dispute internally. Franchisee must exhaust this internal dispute resolution procedure before
Franchisee may bring Franchisee's dispute before a third party. This agreement to first attempt
resolution of disputes internally shall survive termination or expiration of this Agreement.
16.3 Mediation. At Franchisor's option, all claims or disputes between Franchisee and
Franchisor (or its affiliates) arising out of, or in any way relating to, this Agreement or any other
agreement by and between Franchisee and Franchisor (or its affiliates), or any of the parties'
respective rights and obligations arising from such agreement, which are not first resolved through
the internal dispute resolution procedure set forth in Section 16.1 above, will be submitted first to
mediation to take place at Franchisor's then-current corporate headquarters under the auspices of
the American Arbitration Association ("AAA"), in accordance with AAA's Commercial
Mediation Rules then in effect. Before commencing any legal action against Franchisor or its
affiliates with respect to any such claim or dispute, Franchisee must submit a notice to Franchisor,
which specifies, in detail, the precise nature and grounds ofsuch claim or dispute. Franchisor will
have a period of thirty (30) days following receipt ofsuch notice within which to notify Franchisee
as to whether Franchisor or its affiliates elects to exercise its option to submit such claim or dispute
to mediation. Franchisee may not commence any action against Franchisor or its affiliates with
respect to any such claim or dispute in any court unless Franchisor fails to exercise its option to
submit such claim or dispute to mediation, or such mediation proceedings have been terminated
either: (i) as the result of a written declaration of the mediators) that further mediation efforts are
not worthwhile; or (ii) as a result of a written declaration by Franchisor. Franchisors rights to
mediation, as set forth herein, may be specifically enforced by Franchisor. Each party will bear its
own cost of mediation and Franchisor and Franchisee will share mediator fees equally. This
agreement to mediate will survive any termination or expiration of this Agreement. The parties
will not be required to first attempt to mediate a controversy, dispute, or claim through mediation
if such controversy, dispute, or claim concerns an allegation that a party has violated (or threatens

tovio^ôrpoânimm^
rights in the Marks, the System, or in any Confidential Information or other eonfidentiai
mfi^rmation;(h) any of the restrictive covenants contained in this Agreement; and (e) any of
Franchisee'spayment ohhgations under this Agreement.
16.4 Mandatory Binding Arbitration.Except as provided in Sectionl6.5 of this Agreements

Franchisee and Franchisor agree that any claim, dispute, snit, action, controversy, or proceeding
ofany type whatsoever including any claim lor equitable reliefand/orwhere either party i^
asa^privateattorneygenerai,"suing pursuant toastatutoryciaimorotheîse,between or
involvingFranchisee andFranchisoronwhatevertheoryand/orfacts based, and whether or not
arising out of this Agreement, ("Ciaim^wiil be processedintheloiiowing manner:
A. FranchiseeandFranchisoreachexpresslywaivesallrightstoanycourtproceeding.
except as expressly providedmSectionl6.5 below;
B. All Claims shall be submitted to and resolved by binding arbitration that will take
place at Franchisor'sheadquarters or other location thatFranchisor designates in Orange County,
California, beforeand inaccordance withthearbitration rules of the American Arbitration
Association judgment upon the award rendered by the arbitrator shall he entered in any Court
having jurisdiction thereof.
C. Franchisor and Franchiseeagree that any arbitrationbetweenFranchisorand

Franchisee shall be ofFranchisee'sindividual claim and that the claim subject to arbitration shah
not be arbitrated onaclasswide basis
D. This arbitration provision shall be deemed to be selêxecuting, and in the event

eitherparty fails to appearatanyproperlynoticedarbitrationproceeding, an award may beentered
against such party notwithstanding said failure to appear.
F. In no event shall Franchisor be liable to Franchisee for punitive damages in any

action arising out of or relating to this Agreement, or any breach,termination or cancellation
hereof.
F. Anyarbitrationproceedinginvolving this Agreementor the Studiogenerally,

includingall demands, otherfilingsand evidence submitted in connection with such proceeding,
must he kept strictly confidential by Franchisee and its representatives, unless Franchisor agree
otherwise in writing.
16 5 Other Froceedings f l i g h t to Injunctive Rehef^ Franchisee acknowledges and agrees

that irreparable harm could be caused to Franchisor by Franchisee'sviolationof certain provisions
ofthis Agreementand, as such, in addition to any otherrelief available atlaw or equity, Franchisor
shall be entitled to obtain in any court ofcompetentjurisdiction, without bond, restraining orders
or temporary or permanent injunctions in order to enforce, among other items, the provisions of
this Agreement relating to: (i)Franchisee'suseof theMarks andConfidential Information
(including any proprietary software used in connection with the Smdio);(ii) the in-term co
not to compete, as well as any other violations of therestrictive covenants set forth inthis
©20172018 Club elates franchise^LC A

Agreeme^^F^nchi^
disputes and c o n ^ o v ^ i e s ^
Marks,as now or hereafter amended;^disputes and eontro^^
Frauehisor'srights with respeet to eouftdentiahty under d n s A ^
of any aet or omission hy Franchisee or its employees that eonstitutesavioiatiou of app^^
law, threatens Franchisor's franchise system or threatens other franchisees of Franchisor.
Franchisee'soniyremedyifsuchaninjunction is entered will he the dissolution ofthe i n ^ ^
if appropriate, andFranchisee waives all damage claims if the injunction is wrongfully issued
16.6 Choice ofFornm.
A. Franchisee acknowledges and agrees that this Agreement is entered into in

Califr^rnia and that, except for those actions descrihedinSectionl6.5 ahove, any action brought
hy either party against the other fr^r the purpose of enfr^rcing the terms and provisions of this
Agreement (provided such action is not subject to the arbitration proceeding pursuant to the ter^^
of this Agreement or applicable law) shall be inshtuted solely inastateorfederal court having
subjectmatter jurisdiction thereof onlymCa^
its principal place ofbusiness and in no other court and that Franchisee irrevocably waives any
objection Franchisee may have to the exclusive jurisdiction or the exclusive venueof such court.
B. If Franchisee institutes any arbitration or other legal proceedings in any venue or

othercourt otherthan thosespecifred, Franchiseeshallassumeallof Franchisor'scosts in
connection therewith,including, without limitation, reasonable attorney fees regardl^^^
outcome ofsuch arbitration or legal proceedings.
C. Franchisee acknowledges thatFranchisormay bring an action in any other court of

competent jnrisdictiontoseekandobtain injunctive relief as set forth in Section 16.5 above,
including to enforce Franchisee'snon-compete obligations hereunder.
16.7 WaiverofFnnitiveDamages. Franchisee herebvwaives tothe fullest extentpermi^^

Iaw,anyrighttoorc1aimforanypnnitive,exemp1ary,incidenta1, indirect, special orcon^
damages (including,without limitation, lost profrts)against Franchisor arising out of any cause
whatsoever (whether such cause be based in contract, negligence, strict liahility,other tort or
otherwise)and agrees that in the eventofadispute, that Franchisee'srecovery is limited to acmal
damages. I f any other term of this Agreement is found or determined to be nnconscionable or
unenforceable for any reason,the foregoing provisions shall continue in full fo^
including, without limitation, the waiverofanyrighttoclaimany consequential damages.^
inthis Section or any other provision of this Agreement shall he construed to prevent Franchisor
from claiming and obtaining expectation or consequential damages, including lost future royalties
for the balanceofthe term ofthis Agreement i f i t is terminated due to Franchisee'sdefault,w^^
the parties agree and acknowledge Franchisor may claim under this Agreement.
168 WAIVER OF ^ R Y T R I A ^ T H F F A R ^ ^
B Y f U R Y IN ANY ACTION, FROCFFOfNO OR CO^TFRCEA1M,W^
ORFQU1TY,RFCAROEFSSOFWHfCffFARTY8RfNCSSU1T TfflSWAIVFRSffAFF
AFFEYTO ANY MATTER WFfATSOFVFRBFTWFFNTHFFARTIFS HERETO W ^
©^172018 Cloh elates franchise.^ A^

20172^8 franchise Agrooment
ARISES O U T O F O R I S RELATED IN ANY WAY TOTF^S AGREEMENT, THE
FEREORMANGEOEEITHER PARTY, AND/OR FRANCHISEE'S PURCFIASFFROM
FRANCHISOR OETHEERANCHISEAND/ORANY GOODS ORSEPVICES
169 WAIVER OF CLASS ACTIONS THE PARTIES AGREE THAT ALL

PROCEEDINGS ARISINGOUT OF ORRELATED TO THIS AGREEMENT, OR THE SALE
OFTHEFRANCHISED BUSINESS, WILLBE CONDUCTEDON AN INDIVIDUAL, NOTA
CLASS WIDE BASIS, AND THAT ANY PROCEEDING BETWEEN FRANCHISEE,
FRANCHISEE'S GUARANTORS AND FRANCHISOR OR ITS
AFFILIATES/OPFICERS/EMPLOYEES MAY NOT BE CONSOLIDATED WITH ANY
OTHERPROCEEDINGBETWEENFRANCHISORAND ANY OTHER THIRDPARTY
1610 Aôrneys Feeand Cos^
A Illegal action or arbitrafio^

Agreement, the prevailing party shall he entitled to recover reasonable compensation for
preparation, investigation, conrt costs, arbitration costs (if apphcahlc) and reasonable att^
Ices, from the non prcvailing party as fixed by an arbitrator or conrt of competent j n ^ ^
B. Separate and distinct from the right ofaprcvailing party to recover expenses, costs
and fccsincormcction with any legal proceeding or arbitration, the prevailing party shall also b^
entitled to receive alt expenses,costs and reasonable attomcys'fecs incurred inconncction with
the enforcement ofany arbitration award orjndgmcnt entered. Furthermore, theright to recover
post-arbitration award and post judgmcnt expenses, costs and attorneys'fees shaii be severable
and shah survive any award orjudgmcnt and shall not be deemed merged into such judgment.
16.11 No Witbholdingof Payments Franchisee shall not withhold allor any partofany
payment to Franchisor or any of its affiliates on the grounds of Franchisor's aheged
nonperformance or as an offset against any amount Franchisor or any ofFranchisor'saffihatcs
allegedly may owe Franchisee under this Agreement or any related agreements.
16.12 Limitation of Actions. Franclnsccfhrthoragr^

under this Agrccmcnt may be maintained by Franchisee against Franchisor unless brought bef^^
the expiration of onc(1)ycarafrcr the act, transaction or occurrence upon which such action is
based orthc expiration ofonc year afrcr the Franchisee becomes aware offacts or circumstances
reasonably indicating thatFranchiscc may havcaclaim against Franchisor hereunder, whichever
occurs sooner, and that any action not brought within this period shall be barred asaclaim,
counterclaim, defense, or set-off. Franchisee hereby waives the right to obtain any remedy based
onallcgcd fraud, misrepresentation, ordeccit by Franchisor, including, without limitation,
rescission of this Agreement, in any mediation, judicial, or other adjudicatory proceeding arising
hereunder, except uponaground expressly provided in this Agreement, or pursuant to any right
expressly granted by any applicable statute expressly regulating the sale of franchises, or any
regulation or rules promulgated thereunder.

16.13 Third Party Beneficiaries. Franchisor's officers, directors, shareholders, agents and/or
employees are express third-party beneficiaries of the provisions of this Agreement, including the
dispute resolution provisions set forth in this Section 21, each having authority to specifically
enforce the right to mediate/arbitrate claims asserted against such person(s) by Franchisee.

Your Initials: /
17. MISCELLANEOUS PROVISIONS
17.1 Severability. Except as provided in Section 13.4, each article, section, paragraph, term
and provision of this Agreement, or any portion thereof, shall be considered severable and if, for
any reason, any such portion of this Agreement is held by an arbitrator or by a court of competent
jurisdiction to be unenforceable due to any applicable existing or future law or regulation, such
portion shall not impair the operation of or have any effect upon, the remaining portions of this
Agreement which will remain in full force and effect. No right or remedy conferred upon or
reserved to Franchisor or Franchisee by this Agreement is intended to be, nor shall be deemed,
exclusive of any other right or remedy herein or by law or equity provided or permitted, but, each
shall be cumulative of every other right or remedy.
17.2 Waiver and Delay. No failure, refusal or neglect of Franchisor to exercise any right,
power, remedy or option reserved to it under this Agreement, or to insist upon strict compliance
by Franchisee with any obligation, condition, specification, standard or operating procedure in this
Agreement, shall constitute a waiver ofany provision of this Agreement and the right ofFranehisor
to demand exact compliance with this Agreement, or to declare any subsequent breach or default
or nullify the effectiveness of any provision of this Agreement. Subsequent acceptance by
Franchisor of any payment(s) due it under this Agreement shall not be deemed to be a waiver by
Franchisor of any preceding breach by Franchisee of any terms, covenants or conditions of this
Agreement.
17.3 Designation of Responsible Parties. Franchisee represents and warrants to Franchisor

that the list below states: (i) the name, mailing address and equity interest of each person holding
any shares or other form of ownership, or security interest convertible into an equity interest, in
Franchisee, showing percentage of ownership held by each and (ii) the name and mailing address
of the individual(s) who will be the Operating Principal(s) of the Studio. Each Operating Principal
named below has the authority to act for Franchisee in all matters relating to the franchised Studio
granted hereunder, including voting responsibilities. Only those individuals who are party to this
Agreement and have an ownership interest in the franchise entity may be listed as an Operating
Principal. Franchisee shall promptly notify Franchisor of any change in any such information.
Any change in the Operating Principal(s), or in ownership information ofFranchisee, is subject to
Article 14 and the training requirements of this Agreement:

-20172018 Franchise Agreement
Franchisee is a O , organized under the laws of
, or • Franchisee is an individual or group of individuals, and
hereby represents and warrants that the information stated below is true and accurate as of the date
set forth below:
Shareholder, Partner, Member Percentage of

or Individual Name and Address Ownership Interest
Operating Principal (may also be referred to as the "Designated Operator" in

the FDD):
17.4 Franchisor's Discretion. Except as otherwise specifically referenced herein, all acts,
decisions, determinations, specifications, prescriptions, authorizations, approvals, consents and
similar acts by Franchisor may be taken or exercised in the sole and absolute discretion of
Franchisor, regardless of the impact upon Franchisee. Franchisee acknowledges and agrees that
when Franchisor exercises its discretion or judgment, its decisions may be for the benefit of
Franchisor or the Club Pilates franchise network and may not be in the best interest ofFranchisee
as an individual franchise owner.
17.5 Notices.
A. All notices which the parties hereto may be required or permitted to give under this
Agreement shall be in writing and shall be personally delivered or mailed by certified or registered
mail, return receipt requested, postage paid, or by reliable overnight delivery service, addressed as
follows:
I f to Franchisor:
3185 Pullman Street
Attention: Shaun Grove
I f to Franchisee:
B; The addressees herein given for notices may be changed at any time by either party
by written notice given to the other party as herein provided. Notices delivered by certified or
registered mail shall be deemed to have been given three (3) business days after postmark by

United SêsPos^ Service orth^
service or when delivered by hand
17.6 NnReennrse Against NnnnartyAffiiiate^ Ah elaims, obligations, liabilities, or eanses

of action (whether in contract or in tort, in law or in equity, or granted by statute) that m^
based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any
ntanner to this Agreement, orthe negotiation, execution, orperlormance ofthis Agreement
(including any representation or warmnty made in, in coimection with, or as an inducement to this
Agreement, but not including separate undertakings such as guarantees of performance, personal
guaranties, orcorporate guarantees),may be made only against(andarethosesolelyof)theentities
that are expressly identified as partiesinthe preamble to this Agreement ("Contracting
NoPersonwho is notaContracting Party, including without hmitation any director,of^^
employee, incorporator, member,partner,manager, stockholder, affiliate, agent,attomey,or
representative o^ and any financial advisor or lender to, any of the foregoing ("Nonparty
Af^liates''),shall have any hability (whether in contract or in tort, in law orinequity, or gr^^
by statute)fi^r any claims,causes of action,obhgations,or liabilities arising under,out
connection with, orrelatedinanymannerto this Agreement orbasedon,mrespectoôrbyreason
of this Agreement or its negotiation, execution, performance, or breach; and, to the maximum
extent permitted by law, each Contracting Party hereby waives and releases all such l i a b ^
claims, causesof action, andobligations against any suchNonpartyAffiliates,unless such
liabilities, claims, causes of action, and obligations arise from deliberately fiaudnlent acts.
Withoutlimiting theforegoing, to the maximum extent permitted by law, (a) each Con^^^
Party hereby waives and releases any and all rights, claims, demands or causes of action thatmay
otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity
fbrmofaContractingPartyorotherwise impose liability ofaContracting Party on any Non^
Affiliate, whether granted by statute or based on theories of equity, agency, control,
instrumentality, alter ego, domination, sham, single busmess enterprise, piercing the veil,
unfairness, undercapitalization, orotherwise^
upon any Nonparty Affiliates with to the performanceofthis Agreement or any representation or
warranty made in, in connection with, or as an inducement to this Agreement. Nothing herein is
intendedtopreventaContractingPartyfiompursuinganydistinctlegal rights it may have against
aNonpartyAffiliatewhicharise fromaseparate document, such asaguaranty of performance,
personal guaranty,corporate guaranty or similar agreement. Notwithstanding any otherprovision
ofthis Agreement which limits the right of prospects
Affiliate may rely on this provision and enforce it against any Contracting Party or other Person
or entity.

Your Initials: /

18 ACKNOWLEDGMENTS
181 THE SUBMISSION OF THIS AGÊEÎENT DOES NOT CONSTITUTE AN OEFER

AND THIS AGREEMENT SÂEE BECOME EFFECTIVE ONEYUPON THE EXECUTION
HEREOF BY THE FRANCHISOR AND TF1E FRANCHISEE THE DATE OF EXECUTION
BYTHEFRANCFIISORSHAEEBECONSIDEREDTOBETHEDATEOFEÊCUTIONOF
THIS AGREEMENT
18 2 TF11S AGREEMENT SHALE NOT BE BINDING ON THE FRANCHISOR UN1FSS

AND UNTIL IT SHALL HAVE BEEN ACCEPTED AND SIGNED BY A N AUTHORISED
OFFICER OFTHEFRANC1I1SOR
183 FRANCH1SEEACKNOWLEDGESTHAT1TRECE1VEDACOMFLETECOFYOF
THIS AGREEMENT FORAFERIOD NOT LESS THAN FOURTEEN (14) CALENDAR
DAYS, DURING WHICH TIME FRANCHISEE CONDUCTED A N INDEPENDENT
INVESTIGATION OF TFIE BUSINESS LICENSED HEREUNDER TO THE EXTENT OF
FRANCHISEE'S DESIRE TO DO SO FRANCHISEE RECOGNISES AND
ACKNOWLEDGES TFIAT THE BUSINESS VENTURE CONTEMPLATED BY THIS
AGREEMENTINVOLVES BUSINESS P1SKS,ANDTHATITSSUCCESS W I L L B E
LARGELY DEPENDENT UPON THE ABILITY OF THE FRANCHISEE AS AN
INDEPENDENT BUS1NESSPERSON PRANCHISORE^PRESSLY DISCLAIMS THE
MAKING OF,ANDPRANCHISEEACRNOWLEDGESTHATIT HAS NOT RECEIVED,
ANYWAI^NTYORGUARANTEE,E^PRESSORIMPLIED,THATFRANCHISEEWILL
BE SUCCESSFUL IN THIS VENTURE OR THAT THE BUSINESS WILL ATTAIN ANY
LEVELOP SALES VOLUME,PROFITS,ORSUCCESSPRANCHISEEACKNOWLEDGES
THATTHIS AGREEMENT, THEFRANCIIISEDISCLOSURE DOCUMENT ("FDD^, AND
THEE^HIBITS HERETO CONSTITUTE THE ENTIRE AGREEMENT OF THEPARTIES
THIS AGREEMENTTERMINATES AND SUPERSEDES ANY PRIOR AGREEMENT
BETWEENTHEPARTIES CONCERNING THE SAMESUBÊCTMATTER
18 4 FRANCHISEE AGREES AND ACKNOWLEDGES THAT FULFILLMENT OF ANY

AND ALL OF FRANCHISOR'S OBLIGATIONS WRITTEN IN THIS AGREEMENT OR
BASEDON ANY ORALCOMMUNICATIONSWHICHMAYBE RULED TO BE BINDING
INACOURTOFLAWSHALL BE FRANCHISOR'S SOLE RESPONSIBILITY AND NONE
OF FRANCHISOR'S AGENTS, REPRESENTATIVES, NOR ANY INDIVIDUALS
ASSOCIATED WITHFRANCHISOR'SFRANCHISECOMPANYSHALLBEPERSONALLY
LIABLETOFRANCHISEEFORANYREASON THISISANIMPORTANTPARTOFTHIS
AGREEMENT FRANCHISEEAGREESTHATNOTHINGTHATFRANCHISEEBELIEVES
FRANCHISEE HAS BEEN TOLD BY FRANCHISOR OR FRANCHISOR'S
REPRESENTATIVES SHALL BE BINDING UNLESS IT IS WRITTEN IN THIS
AGREEMENT TF11S IS AN IMPORTANTPART OF THIS AGREEMENT DO NOT SIGN
THIS AGREEMENT IF THERE IS ANY QUESTION CONCERNING ITS CONTENTS OR
ANYREPRESENTATIONSMADE
© 2 0 1 7 2 0 1 8 ^ ^ ^ ^ ^ ^ ^ A ^
20172018 F^nchê Agreement
Your Initials: /
19. ENTIRE AGREEMENT
This Agreement, the documents referred to herein, and the exhibits hereto, constitute the entire
and only agreement between the parties concerning the granting, awarding and licensing of
Franchisee as an authorized Club Pilates Franchisee at the Studio location, and supersede all prior
and contemporaneous agreements. There are no representations, inducements, promises,
agreements, arrangements or undertakings, oral or written, between the parties other than those set
forth herein. Except for those permitted to be made unilaterally by Franchisor hereunder, no
amendment, change or variance from this Agreement shall be binding on either party unless
mutually agreed to by the parties and executed by their authorized officers or agents in writing.
This Agreement does not alter agreements between Franchisor and Franchisee for other locations.
Nothing in this Agreement or in any related agreement, however, is intended to disclaim the
representations Franchisor made in the FDD that Franchisor furnished to Franchisee.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below
to be effective upon execution by Franchisor.
[THE REST OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

SIGNATURES ON THE FOLLOWING PAGE]

FRANCHISOR" "FRANCHISEE"
IfFranchisee is an individual:
By: Signature:
Date:
Title:
Signature:
Accepted: Date:
[Signatures continued on next page.]
IfFranchisee is a corporation or other entity:
[Name ofFranchisee]
By:
Title:
Date:
By: _
Title:
Date:
©201-7-2018 Club Pilates Franchise, LLC

EXHIBIT 1 TO
CLUB PILATES FRANCHISE AGREEMENT
AUTHORIZED LOCATION ADDENDUM
This Addendum is made to the Club Pilates Franchise Agreement (the "Franchise Agreement") between
Club Pilates Franchise, LLC ("Franchisor"), and ("Franchisee"), dated
, 20_.
1. Preservation of Agreement. Except as specifically set forth in this Addendum, the Franchise
Agreement shall remain in full force and effect in accordance with its terms and conditions. This
Addendum is attached to and upon execution becomes an integral part of the Franchise Agreement.
2. Authorized Location. The parties hereto agree that the Authorized Location referred to in
Section 1.3 ofthe Franchise Agreement shall be the following:
3. Designated Territory, if any. Pursuant to Section 1.3 of the Franchise Agreement, Franchisee's
Designated Territory will be defined as follows (if identified on a map, please attach map and reference
attachment below):
This Addendum is agreed to and accepted by the parties this day of , 20 .
FRANCHISOR:
By:
Title:
FRANCHISEE:
By:
Title:
By:
Title:

EXHIBIT 2 TO THE
ELECTRONIC FUNDS TRANSFER AGREEMENT
This Electronic Funds Transfer Agreement (the "Agreement") is made on this day of
, 20 by and between Club Pilates Franchise, LLC. ("Franchisor"),
and or their assignee, i f a partnership, corporation or limited
liability company is later formed ("Franchisee").
Whereas, Franchisor and Franchisee are parties to a Club Pilates Franchise Agreement executed
on even date herewith (the "Franchise Agreement") and desire to enter into an Addendum to the
Franchise Agreement;
Now, therefore in consideration of the mutual promises contained herein and as an inducement
to Franchisor to execute the Franchise Agreement, the parties agree as follows:
A. Franchisee shall pay any and all fees and other charges in connection with this Addendum and
the Franchise Agreement (including, without,limitation, the Royalty Fees, contributions to the Fund and
any other payments due to Franchisor by Franchisee, and any applicable late fees and interest charges)
by electronic, computer, wire, automated transfer, ACH debiting, and bank clearing services
(collectively "electronic funds transfers" or "EFT"'), and Franchisee shall undertake all action necessary
to accomplish such transfers.
B. Upon execution and delivery of this Agreement, Franchisee shall execute and deliver two (2)
originals ofthe "Electronic Debit Authorization" attached as Exhibit 3 to the Franchise Agreement,
which authorizes Franchisee's bank or other financial institution to accept debit originations, electronic
debit entries, or other EFT, and electronically deposit fees and contributions owing Franchisor directly
to Franchisor's bank account(s). Upon Franchisor's request, Franchisee shall deliver to Franchisor all
additional information that Franchisor deems necessary (including, without limitation, financial
institution of origin and relevant accounts and ABA/transit numbers for any new bank accounts that
Franchisee opens after the date of this Addendum) in connection with such EFT.
C. By executing this Addendum, Franchisee authorizes Franchisor to withdraw funds at such days
and times as Franchisor shall determine via EFT from Franchisee's bank account for all fees and other
charges in connection with the Franchise Agreement and this Addendum, as described in the first
sentence ofthis paragraph. Franchisee authorizes weekly ACH debits via EFT based on an amount equal
to the total weekly amount due Franchisor, as set forth in Section 5 of the Franchise Agreement.
D. Franchisee is responsible for paying all service charges and other fees imposed or otherwise
resulting from action by Franchisee's bank in connection with EFT by Franchisor, including, without
limitation, any and all service charges and other fees arising in connection with any EFT by Franchisor
not being honored or processed by Franchisee's bank for any reason and a Fifty Dollar ($50) charge by
Franchisor for processing the EFT. Upon written notice by Franchisor to Franchisee, Franchisee may
be required to pay any amount(s) due under the Franchise Agreement and/or this Addendum directly to
Franchisor by check or other non-electronic means in lieu of EFT at Franchisor's discretion. It shall be

a non-curable event of default under Article 15 of the Franchise Agreement i f Franchisee closes any
bank account without completing all of the following forthwith after such closing: (1) immediately
notifying Franchisor thereof in writing, (2) immediately establishing another bank account, and (3)
executing and delivering to Franchisor all documents necessary for Franchisor to begin and continue
making withdrawals from such bank account by EFT as this Addendum permits.
E. Except as specifically set forth in this Addendum, the Franchise Agreement shall remain in full
force and effect in accordance with its terms and conditions. This Addendum is attached to and upon
execution becomes an integral part of the Franchise Agreement.
F. Wherefore, the parties have set forth their hand and seal on the day and date first above written.
FRANCHISOR:
By:
Title:
FRANCHISEE:
By:
Title:
By:
Title:
©30-172018 Club Pilates Franchise, LLC

EXHIBIT 3 TO THE
ELECTRONIC DEBIT AUTHORIZATION

[SAMPLE -MAY OBTAIN INFORM A TION IN DIFFERENT MANNER]
FRANCHISOR: Club Pilates Franchise, LLC
FRANCHISOR ID NUMBER:
The undersigned hereby authorizes Club Pilates Franchise, LLC (the "Franchisor"), to initiate debit
entries to the undersigned's checking account indicated below and the depository named below (the
"Depository"), to debit the same to such account.
Depository Name:
Branch:
City State and Zip Code:
Transit/ABA No.:
Account Number:
This authority is to remain in full force and effect until the underlying obligations under the Franchise
Agreement have been satisfied in full or released in writing by Franchisor.
This authorization further confirms my understanding of Exhibit 2 to the Franchise Agreement signed
by me/us in which I/we expressly agree that this authorization shall apply to any and all Depositories
and bank accounts with which I/we open accounts during the term of the Franchisee Agreement and any
renewals. Without limiting the generality ofthe forgoing, I/we understand that i f I/we close any bank
account, Ewe are obligated immediately to: (i) notify Franchisor thereof in writing, (ii) establish another
bank account, and (iii) execute and deliver to Franchisor all documents necessary for Franchisor to begin
and continue making withdrawals from such bank account/depository by ACH debiting or other
electronic means. I/we specifically agree and declare that this Authorization shall be the only written
authorization needed from me/us in order to initiate debit entries/ACH debit originations to my/our bank
account(s) established with any Depository in the future.
DATE:
ID NUMBER:
PRINT NAME(S): SIGNATURE(S):

EXHIB^TOTHE
CLUBPILATES FRANCHISEAGREEMENT
GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGEMENT
For value received, and in consid^

franchisors to execute the Club Filates Franchise Agreement (the "Fra^^
date herewith, hy and hetween Franchisor and or his assignee, If a
partnership, corporation or limited liahility company is later formed (the "Franchisees,
(the "Guarautor(s^, jointly and severally,herebyuucouditioually
guarantee to Franchisor and its successors and assigns the inh
each obligation undertaken hyFranchisee under the terms ofthe Franchise Agreement, including all of
Franchisee'smonetary obligations arising under or hy virtue of the Franchise Agreement.
Upon demand by Franclnsor,Guarantor(s)willinmiediately make each payment required o f F r a n c ^

under theFranchise Agreement. Guarantor(s)hereby waive any right torequireFranchisor to: (a)
proceedagainst Franchisee foranypaymentrequiredundertheFranchise Agreement; (b) proceed
against or exhaust any security from Franchisee;or(c) pursue or exhaust any remedy, including any
legal or equitable relief, againstFranchisee Without affecting theobligationsofGuarantor(s)underthis
Guarantee, fndemnifrcation and Acknowledgment, Franchisormay, without notice to Guarantor(s),
extend,modily,orreleaseanyindebtednessorobligationofFranchisee, or settle, adjust or compromise
any claims against Franchisee
Guarantor(s) waive notice of amendment of the Franchise Agreement and notice of demand for
payment by Franchisee, and agree to be bound by any and all such amendments and changes to
the Franchise Agreement.
Guarantor(s)herebyagreeto defend, inden^fyandholdFranchisor harmless against any and all loss

damages, liabilities, costs, and expenses (including, without limitation, reasonableattomeys' fees,
reasonable costs of investigations, court costs, and arbitration fees and expenses) resulting from,
consishng of, or arising out of or in connection with anylailure by Franchisee to perform any o b l ^
of Franchisee under theFranchise Agreement, any amendment,or any other agreement executed by
Franchisee referred to therein.
Guarantor(s)hereby acknowledge and agree to be individually bound by all obligations and covenants
ofFranchisee contained in die Franchise Agreement, including those related to noncompetition and
confidentiality.
This Guarantee shall terminate upon the expiration or termination of the FranchiseAgreement^
that all obligations and liabilities ofGuarantor(s) that arise from events that occurred on
effechve date of such termination shall remain in full force and effect until satisfied or discharge
Guar^tor(s), and all covenants that hy their terms continue in force afrer termination or exp^^^^
the FranchiseAgreement shall remaininforce according to theirterms. Upon the death ofan individual
Guarantor,the estate of suchGuarantorwillbebound by this Guarantee,but only for defaults and
obligations existing at the time ofdeath, and the obligations ofthe other Guarantor(s) will continue in
full force and effect.
©2O172018Cluh elates franchise,^

The validity of this Guarantee and the obligations of Guarantor(s) hereunder shall in no way be
terminated, restricted, diminished, affected or impaired by reason of any action that Franchisor might
take or be forced to take against Franchisee, or by reason of any waiver or failure to enforce any of the
rights or remedies reserved to Franchisor in the Franchise Agreement or otherwise.
The use ofthe singular herein shall include the plural. Each term used in this Guarantee, unless otherwise
defined herein, shall have the same meaning as when used in the Franchise Agreement.
This Guarantee is to be performed in Orange County, California and shall be governed by and construed
in accordance with the laws of the State of California. Notwithstanding the foregoing, the undersigned
specifically agree and acknowledge that any claims, causes of action or disputes arising out of or related
to Franchisee's or any of Guarantor's covenants not to compete (set forth in the Franchise Agreement
and now incorporated by reference as if fully set forth in this Guaranty), including the interpretation,
1
validity and enforcement thereof, shall be governed by the laws where the Studio is located.
Guarantor(s) specifically agree that the provision of the Franchise Agreement related to dispute
resolution (internal dispute resolution, non-binding mediation and arbitration), injunctive relief, waivers,
attorneys' fees and other enforcement of the Franchise Agreement shall apply equally with respect to all
claims or causes of action arising out of or related to this Guaranty in any manner (including the
interpretation thereof). Franchisor and Guarantor(s) agree that any dispute under this Guarantee shall be
resolved by arbitration as set forth in the Franchise Agreement (subject to the exceptions described
therein).
In connection therewith, each of the undersigned hereby appoints the Secretary of State for the State of
California as his agent for service of process to receive summons issued by the court in connection with
any such litigation. Franchisor and Guarantors) agree that any dispute under this Guarantee shall be
resolved by arbitration pursuant to Article 16 ofthe Franchise Agreement (except as otherwise provided
in Article 16 ofthe Franchise Agreement).
IN WITNESS WHEREOF, each of the undersigned has signed this Guarantee as of the date of the
Franchise Agreement.
WITNESS: GUARANTOR(S)
By:
By:

EXH^T5TOTHE
CLUB ELATES FRANCHISE AGREEMENT
ADDENDUM TG LEASE
This Addendum to Lease (this "Addendum^ modifies and suppiements that eertam tease dated
^ and entered into hyTenant and Landlord eoneeming the Location at
(the "Leased
LandiordandTenan4mtendingthatCinhEiiatesEranehise,LLC,aDeiaware limited hah^

("Eranehisor^(and its sneeessors and assigns^heathird-partyhenefieiary of this Addendum
follows:
(1) Landlord shall, during the term ofthe Lease and thereafter, provide Franchisor all sales
and other infi^rmation it may have, whetherprovidedhyTenant or otherwise, related to the opem
Tenant'sStudio as Franchisor may reasonably request;
(2) Tenant may display the trademarks, service marks and other commercial symbols owned
by Franchisor and used to identity the service and/^
"Club Filates,"the Studio design and image developed and owned by Franchisor, as it currently exists
and as it may be revised and fiirther developed by Franchisor from time to time, and certain associated
logosinaccordance with the specifications required by the Club Filates Manual, subject only to the
provisions of applicablelaw andinaccordance with provisions in the Lease no less favorable than tho^^
applied to othertenantsofLandlord;
(3) Tenant shall not, and the Landlord shall not permit the tenant to, sublease or assign all or
anypart of the Lease orthe Fremises, or extend the term orrenew the Lease, withoutFranchisoBsprior
written consent;
(4) Landlord shall concurrently provide Franchisorwithacopy of any written default notice
senttoTenant and thereupon grantFranchisorthe right (butnottheobligation) to cure any deficiency or
defaultundertheLease,shouldTenantfailtodoso,withinfive(^daysafrertheexpirationofth^^
inwhichTenantmay cure the default;
(5) TheFremises shall be used only forthe operation ofaClub Filates Studio;
(6) Tenantmay,withoutLandlord'sconsent(butsubjecttoproviding Landlord with written

notice thereof), at any time assign this Lease or sublease the whole or any part of the Fremises to
Franchisor or atry successor, subsidiary or affrliateofFranchisor;
(7) In the event of an assignment of the Lease toFranchisor as describedm(6) above.

Franchisor may furtherassign this Lease, subject to Landlord's consent, suchconsent not to be
unreasonably withheld based on theremainingobligations of assigneeunder the Lease, to a duly
©30172018 Cloh elates fraocb^LLC

authorized franchisee ofFranehisor, and thereupon Franchisor shall be released from any further liability
under the Lease;
(8) Until changed by Franchisor, notice to Franchisor shall be sent as follows:

3185 Pullman Street
Attn: Shaun Grove
(9) None of the provisions in this Addendum or any rights granted Franchisor hereunder,
may be amended absent Franchisor's prior written consent.
(10)
AGREED:
TENANT LANDLORD
By: By:
Its: Its:
Date: Date:

Exhibit B
LIST OF STATE AGENTS FOR SERVICE OF PROCESS

AND STATE ADMINISTRATORS

LIST OF STATE ADMINISTRATORS AND AGENTS FOR SERVICE OF PROCESS
CALIFORNIA ILLINOIS
Commissioner of Business Oversight Franchise Bureau
One Sansome Street Illinois Attorney General
Suite 600 500 South Second Street
San Francisco, CA 94104 Springfield, Illinois 62706
Tel: (415) 972-8559 (217) 782-4465
Fax: (415) 972-8590
Toll Free: (866) 275-2677 INDIANA
(for service of process)
CONNECTICUT Indiana Secretary of State
Department of Banking 201 State House
Securities and Business Investments Division Indianapolis, Indiana 46204
260 Constitution Plaza
Hartford, Connecticut 06103-1800 (state agency)
Tel: (860) 240-8230 Securities Commissioner
Indiana Secretary of State
FLORIDA Securities Division, Franchise Section
Tom Kenny, Regulatory Consultant 302 West Washington Street,
Department of Agriculture & Consumer Services Room E-111
Division of Consumer Services Indianapolis, Indiana 46204
P.O. Box 6700 Tel: (317) 232-6681
Tallahassee, Florida 32314
Tel: (850) 488-2221 IOWA
Fax: (850) 410-3804 Dennis Britson
Director of Regulated Industries Unit
HAWAII Iowa Securities Bureau
(for service of process) 340 Maple
Commissioner of Securities of the State of Hawaii Des Moines, Iowa 50319-0066
Department of Commerce and Consumer Affairs Tel: (515) 281-4441
Business Registration Division Fax: (515) 281-3059
Securities Compliance Branch email: [email protected]
335 Merchant Street, Room 203
Honolulu, Hawaii 96813 MARYLAND
(state agency) Maryland Securities Commissioner
Department of Commerce & Division of Securities
Consumer Affairs 200 St. Paul Place
King Kalakaua Building Baltimore, Maryland 21202-2020
335 Merchant Street, Rm 203
Honolulu, Hawaii 96813 (state agency)
Tel: (808)586-2722 Office ofthe Attorney General
Fax: (808) 587-7559 Division of Securities
200 St. Paul Place
Baltimore, Maryland 21202-2020
Tel: (410) 576-6360

30&Z2O18 Franchise Disclosure Document - Exhibits
MICHIGAN NEW YORK
(for service of process) (state agency)
Michigan Department of Consumer and Industry Services Office ofthe New York State Attorney
Bureau of Commercial Services General
Corporations Division Investor Protection Bureau
PO Box 30054 Franchise Section
Lansing, Michigan 48909 120 Broadway, 23rd Floor
Tel: (517) 241-6470 New York, NY 10271-0332
(212) 416-8236 Phone
MICHIGAN (212)416-6042 Fax
(state agency)
Department ofthe Attorney General NORTH DAKOTA
Consumer Protection Division (for service of process)
Antitrust and Franchise Section North Dakota Securities Commissioner
670 Law Building North Dakota Securities Department
Lansing, Ml 48913 600 East Boulevard, 5th Floor
Tel: (517) 373-7117 Bismarck, North Dakota 58505-0510
MINNESOTA (state agency)

Commissioner of Commerce North Dakota Securities Department
85 Seventh Place East, Suite 500 600 East Boulevard, 5th Floor
St. Paul, MN 55101-2198 Bismarck, North Dakota 58505-0510
Tel: (651) 539-1600 Tel: (701)328-2910
NEBRASKA OREGON
Gene Schenkelberg, Securities Analyst Director, Department of Consumer &
Department of Banking & Finance Business Services
1200 N. Street, Suite 311 Division of Finance & Corporate Securities
P.O. Box 95006 Labor and Industries Building
Lincoln, Nebraska 68509 Salem, Oregon 97310
Tel: (402) 417-3445 Tel: (503) 378-4140
Fax: (503) 947-7862
NEW YORK Email: [email protected]
Attention: New York Secretary of State RHODE ISLAND
New York Department of State Director
One Commerce Plaza, Securities Division
99 Washington Avenue, 6 Floorth
Department of Business Regulation,
Albany, NY 12231-0001 Building 69, First Floor
(518) 473-2492 John 0. Pastore Center
1511 Pontiac Avenue,
Cranston, Rhode Island 02920
Tel: (401)462 9582

TEXAS SOUTH DAKOTA
Statutory Document Section Division of Securities
Secretary of State Department of Labor & Regulation
1719 Brazos 124 S. Euclid, Suite 104
Austin, Texas 78701 Pierre, South Dakota 57501
Attn: Dorothy Wilson (605) 773-4823
Tel: (512) 475-1769
WASHINGTON
UTAH (state agency)
Director, Division of Consumer Protection Administrator
Utah Dept. of Commerce Department of Financial Institutions
160 East Three Hundred South Securities Division
SM Box 146704 P.O. Box 9033
Salt Lake City, Utah 84114-6704 Olympia, Washington 98507-9033
Tel: (801) 530-6601 Tel: (360) 902-8760
Fax: (801) 530-6001 Fax: (360) 902-0524
VIRGINIA WISCONSIN
(for service of process) Commissioner of Securities
Clerk ofthe State Corporation Commission Department of Financial Institutions
1300 East Main Street, 1st Floor P.O. Box 1768
Richmond, Virginia 23219 Madison, Wisconsin 53701-1768
Tel: (608) 266-2801
(state agency)
Director
State Corporation Commission
Division of Securities and Retail Franchising
1300 East Main Street, 9th Floor
Richmond, Virginia 23219
Tel: (804) 371-9051
WASHINGTON
Administrator
Department of Financial Institutions
Securities Division
150 Israel Road SW
Tumwater, Washington 98501

Exhibit C
To Franchise Disclosure D o c u m e n t
FINANCIAL STATEMENTS

30472018 Franchise Disclosure Document- Exhibits
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BIÂDVlxSlvl) 11lA^-AO-GKR-TH^ 1ED PUBLIC ACCOUNTANT HAS AUDITED Tl
fe^PRES8ED HIS/HER OPINION WITH REGARD TO THE CONTEI

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Table of Contents
PAGE
Reports of Independent Auditors 1-4
Financial Statements
Consolidated balance sheet 5
Consolidated statements of operations 6
Consolidated statements of member's equity (deficit) 7
Consolidated statements of cash flows 8-9
Notes to consolidated financial statements 10-18
' .î:^
s
- •• i^'.-s"
/*.:-•-:. •
/ A ) MOSSADAMS
Report of Independent Auditors

The Board of Directors and Member
Report o n the Financial Statements

We have audited the accompanying consolidated financial statements of Club Pilates Franchise, LLC
and its subsidiaries, which comprise the consolidated balance sheet as of December 31, 2017, and
the related consolidated statements of operations, member's equity, and cash flows for the period
from May 2, 2017 to December 31, 2017 (Successor Period), and the related notes to the
consolidated financial statements.
Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial
statements in accordance with accounting principles generally accepted in the United States of
America; this includes the design, implementation, and maintenance of internal control relevant to the
preparation and fair presentation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our
audits. We conducted our audits in accordance with auditing standards generally accepted in the
United States of America. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the consolidated financial statements. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity's preparation and fair presentation of the consolidated financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness ofthe entity's internal control. Accordingly,
we express no such opinion. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of significant accounting estimates made by management, as
well as evaluating the overall presentation ofthe consolidated financial statements.
• .* - s*.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion;
_ 1
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of Club Pilates Franchise, LLC and its subsidiaries as of
December 31, 2017, and the results of their operations and their cash flows for the Successor Period
in accordance with accounting principles generally accepted in the United States of America.
^/z"
Irvine, California
March 1,2018
08
ORTEGA & KONRAD, LLP
;•.<'• r:': 1 ?'i (: P 'J S I, t f .'. : : fi (! C: 7 *. 5.'T S
12526 High Bluff Drive, Suite 300, San Diego, CA 92130 - Direct 858,623.2786 . Fax 858.408.2457
www.oftegacpa.net
INDEPENDENT AUDITORS' REPORT
To the Members of
Costa Mesa, California
We have audited the accompanying statements of operations, member's deficit and cashflowsof Club
Pilates Franchise, LLC (a Limited Liability Company) for the period of January 1, 2017 to May 1,
2017, and the related notes to the financial statements.
Management is responsible for the preparation and fair presentation ofthese financial statements in
accordance with principles generally accepted in the United States of America: this includes the design,
implementation, and maintenance of internal control relevant to the preparation and fair presentation
of financial statements that are free of material misstatements, whether due to fraud or error.
Auditors' Responsibility
Our responsibility is to express an opinion on thesefinancialstatements based on our audit. We
conducted our audit in accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform tbe audit to obtain reasonable assurance
about whether the financial statements arefreeof material misstatement.
in the financial statements. The procedures selected depend on the auditor's judgment, including the
assessment ofthe risks of material misstatement ofthefinancialstatements, whether due to fraud or
error. In making thoseriskassessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of diefinancialstatements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the entity's internal control. Accordingly, we express no such opinion. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of significant
accounting estimates made by management, as well as evaluating the overall presentation of the
financial statements.
for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the
results of operations and cash flows of Club Pilates Franchise, LLC for the period January 1, 2017
to May 1, 2017 in accordance with accounting principles generally accepted in the United States of
America.
* fc'*hA*J., L L P
September 28% 2017

Consolidated Balance Sheet
December 31,
2017
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,901,964
Accounts receivable 1,087,198
Inventory 2,199,465
Prepaid expenses 155,241
Deferred costs, current portion 2,048,317
Other current assets 804,687
Note receivable - related party 1,165,811
Total current assets 9,362,683
Property and equipment, net 646,442

Intangible assets, net 103,392,574
Deferred costs, net of current portion 3,804,017
Other assets 235,657
Total assets $ 117,441,373
LIABILITIES AND MEMBER'S EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,881,981
Accmed expenses 293,846
Other current liabilities 206,039
Deferred revenues, current portion 8,767,912
Due to related party
275,142
Total cunent liabilities
11,424,920
Deferred revenues, net of current portion
6,474,066
Total liabilities
. 17,898,986
MEMBER'S EQUITY
99,542,387
Total liabilities and member's deficit
$ 117,441,373
See accompanying notes.

C l u b Pilates Franchise, LLC
Consolidated Statements of Operations
Successor Period Predecessor Period
May 2, 2017 to January 1, 2017 to

December 31, 2017 May 1,2017
REVENUE
Franchise revenues
Franchise initiation fees 852,399 1,435,083
Franchise royalty fees 2,618,951 654,334
Product and equipment sales 14,472,764 4,019,455
Training revenues 1,459,395 372,689
Other 521,748 422,313
Studio revenues 356,662
Total revenue 19,925,257 7,260,536
COSTS OF REVENUES
Cost of franchise revenues 10,846,327 3,999,205
Cost of studio revenues 274,153
Total costs of revenues 10,846,327 4,273,358
Gross Profit 9,078,930 2,987,178
OPERATING EXPENSES
General and administrative 5,127,184 1,389,240
Studio expenses 77,934
Total operating expenses 5,127,184 1,467,174

OPERATING INCOME 3,951,746 1,520,004
OTHER INCOME (EXPENSE)

Transaction expenses (4,864,941)
Other expense (1,854,000)
Gain from sale of assets 434,326
Interest expense (77,500)
Interest income 5,884 9,217
Total other income (6,713,057) 366,043
NET INCOME (LOSS) (2,761,311) 1,886,047

Club Pilates Franchise, L L C
Consolidated Statements of Member's Equity (Deficit)
Balance at January 1, 2017 $ 2,321,434
Distributions to Members (6,096,335)
Net income 1,886,047
Balance at May 1,2017 $ (1,888,854)
Beginning balance at May 2, 2017 $ 103,509,067
Contributions from Member 1,494,631
Distributions to Member (2,700,000)
Net loss (2,761,311)
Balance at December 31, 2017 $ 99,542,387

Statements of Cash Flows

December 31, 2017 May 1,2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (2,761,311) $ 1,886,047
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and Amortization 957,226 29,812
Gain from sale of assets - (434,326)
Changes in assets and liabilities:
Accounts receivable (285,387) (391,999)
Inventory (1,659,944) 685,814
Prepaid expenses (47,929) (38,649)
Other current assets (261,248) 86,151
Deposits (210,257)
Deferred costs (5,852,334) (1,623,119)
Accounts payable 887,160 106,524
Accrued expenses 367,946 (218,584)
Deferred revenue 9,959,978 2,900,152
Due to related party 275,142 .
Net cash provided by operating activities 1,369,042 2,987,823
CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of assets 870,695
Purchase of franchise studio (280,000)
Purchases from property and equipment (276,095) (114,062)
Business combination, net of cash acquired (67,308,033)
Issuance of note receivable - related party (1,165,811) 1,000,000
Net cash (used in) provided by investing activities (68,749,939) 1,476,633
CASH FLOWS FROM FINANCING ACTIVITIES

Member capital contributions 1,494,631
Payments on long-term debt (150,000)
Distributions to Member (2,700,000) (6,096:335)
Cash proceeds from business combination funding 70,400,000
Net cash provided by (used in) financing activities 69,194,631 (6,246,335)
INCREASE IN CASH AND CASH EQUIVALENTS 1,813,734 (1,781,879)
CASH AND CASH EQUIVALENTS, beginning of period 88,230 1,870,109
CASH AND CASH EQUIVALENTS, end of period 1,901,964 88,230

Statements of Cash Flows (continued)

December 31, 2017 May 1,2017
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest expense _$ 58,750
Tax expense
s
•:
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES
Non-cash business combination consideration (Note 2) $ 30,017,097 $ .
800

Notes to Consolidated Financial Statements
Note 1 - Nature of Business and Operations
Club Pilates Franchise, LLC (the "Company") is a Delaware Limited Liability Company, formed in 2015.
The Company owns a pilates fitness and training system ("Club Pilates") that is proprietary to the
Company. The Company licenses its proprietary system to franchisees who in turn provide facilities to
promote pilates training and instruction programs to their club members. The Company also owned and
operated four Club Pilates studio locations as of December 31, 2016. All Company-owned studio
locations were sold prior to May 1, 2017. During 2017 the Company opened 129 new franchised clubs,
bringing the total to 203.
Effective May 2, 2017, a private equity firm acquired 100% of the Company (see Note 2). The
accompanying financial statements include the period from January 1, 2017 to May 1, 2017.
("Predecessor Period") and the period from May 2, 2017 to December 31, 2017 ("Successor Period").
In addition, on September 29, 2017, the Company was reorganized as a subsidiary of Xponential Fitness
LLC (the "Member"), through an exchange of the Private Equity firm's units with the Member. The
Company accounted for the recapitalization event as a non-substantive transaction in a manner similar to
a transaction between entities under common control pursuant to Accounting Standards Codification
("ASC") ASC 805-50 Transactions between Entities under Common Control, and as such, recognized the
assets and liabilities transferred as their carrying amounts at a historical basis, as of the earliest period
presented, May 2, 2017.
The consolidated financial statements include the Company's wholly owned subsidiary Pilates Licensing,
LLC, a Delaware Limited Liability Company that is engaged in the business of selling non-branded pilates
fitness equipment and apparel. All significant intercompany transactions are eliminated.
Note 2 - Business Combination
Prior to May 2, 2017 the Company was 100% owned by LAG Fit, Inc. TPG Growth III Fitness, LP
purchased the equity of the Company on May 2, 2017. The acquisition allows the Company to expand the
Member's current fitness franchise portfolio to include a pilates concept, as well as fund the Company's
growth into new locations. The fair value of the acquisition consideration was approximately $68,128,000
of cash payments, $30,017,000 in rollover equity and $2,272,000 of eam-outs paid during 2017.
The transaction was accounted for as a business combination using the acquisition method of
accounting, which requires the basis for the assets acquired and liabilities assumed to be recorded at
their respective fair values at the acquisition date.
10
Club Pilates F r a n c h i s e , LLC
Note 2 - Business Combination
The following table summarizes the estimated fair value of the identified assets acquired and liabilities
assumed as of the date of the transaction:
Cash $ 88,229
Receivables 801,811
Inventories 539,521
Fixed assets 505,906
Intangibles 29,60o]o00
Other assets 676,151
Payables (994,821)
Accrued expenses (131,939)
Deferred revenue (5,282,000)
Net assets acquired 25,802,858
Goodwill $ 74,614,240
In connection with the acquisition, the Company incurred approximately $4,865,000, of transaction costs,
which are included in Transaction expenses in the consolidated statement of operations. The purpose of
the transaction was to fund the Company's acquired business and broaden the Company's geographical
footprint.
The consideration resulted in goodwill of approximately $74,614,000, which consists largely of the
synergies and economies of scale expected from providing leadership of the brand. The business
combination also allows the buyer to establish a brand in the fitness industry. The entity is limited liability
company and is a disregarded entity for federal tax purposes. Goodwill is expected to be deductible for
tax purposes. As such, any deductions related to goodwill would be included in the Member's tax return.
Property and equipment were stated at their book value on the valuation performed. Depreciation is
generally computed on the straight-line method overthe following estimated useful lives:
Furniture and fixtures 5 years

Autos 5 years
Computer equipment 3 years
Leasehold improvements Remaining life of the lease
The fair values of the recognizable intangible assets are comprised of trademarks, a non-compete
agreement, and franchise agreements. The fair value the trademarks were estimated by the relief from
royalty method. The fair value of the non-compete agreement was based on the with-or-without method.
The fair value of the franchise agreements were based on the excess earnings method. Inputs used in
the methodologies primarily included sales forecasts, projected future cash flows, and discounted at a
rate commensurate with the risk involved.
As of December 31, 2017, the Company's business combination accounting was not complete.
Provisional areas include any working capital adjustments that could occur in 2018.
11
O ^ F ^ e s F ^ n c h ^ L L O
Notes to Consolidated F i ^ a n o ^ Statements
N o t e ^ ^ S u m m a r y of Sigoiticant Accounting Policies
Basis otpresentation^TheCcmpan^sfinanciaistatements^
accounting principles generaiiy accepted in trie United Stat^^
indentation includes all ad^stm
trie financial condition as of December 31, 2017
Use of estimates^Trie preparation ottrie^nanciaistatements inccnfoniiitywitri

managementto make estimates and assumptionstriatalfecttrieamounts reported
statements and accompanying notes Actual results could differfromtriose estimates.
Cash and casriequivalents^Forpurposesoftriestatementofcasriflows, trie Company considers all

highly liquid derit instruments purcriasedwitri an original maturity of ninety days or le^^
equivalents
Accounts receivahieÂccounts receivable represent amounts due from their Franchisees for product
purchases androyalty revenues and are stated net of anallowance for douhtfulaccountsCnaperiodic
hasis^the Companyevaluatesitsaccounts receivable balance and establishes an allowance for doubtful
accounts, if required,based onahistory of past write-offs and collections and currentcred^
considerations Account balances are written off against the allowance after all means of c o l l e c t ^
been exhausted and the potential forrecovery is considered remote. AtDecember 31, 2017 no allowance
for douhttul accounts was necessary.
Inventory^lnventoryconsistsprimarilyoffinished goods and isstated at the lower of cost or net

realizable value. Cost is determined using trie first-in-first-out method
intanglhles^TrieCompanytests for impairment of goodwill and indefinite livedintangibleâ^^

annually or soonerwhenever events or circumstances indicate that goodwill and intangibles might be
impaired.Trie impairment test isatwostep process, whereby in the first step, the Company compares
theestimatedfairvaluewitrithecarrying amount, including goodwill and intangibles
generallydeterminestheestimatedfairvalueusingadiscounted cash flow approach, giving
consideration to the market valuation approach.Ifthecarryingamount exceeds t h e f a i r v a ^
Company performs the second step ofthe impairment testto determine the amount of impainnent, if any
Indefinitelived intangible assetsconsistoftrademarks. Definite lived intangi^^^
agreements and the non-compete agreement.
Franchise agreements and the non-compete agreement are stated at cost less accumulated amortization.
Amortization is calculated onastraigritline basis overthe estimated remaining e c o n o m y
years Amortization expense related to other intangible assets is included in general and a d m ^ ^
expense
12
O^h^^sF^nch^LLC
Notes to conso^datedFmano^sêments
N o ^ ^ ^ S u m m a r y o t S i g m t i c a n t A c c o u ^ n g Ponies ( c o n ^
P r o p e ^ ^ e q u i p m e n t ^ P r o p e r t y and eq^pmentare earned

s ^ a ^ h ^ n e method at rates based on tha l o w i n g a s ^ m a ^
Fumitoreêqo^ment 5years
Autos 5years
Computer equipment 3years
Leasehold improvements years or remaining lease term
Video production^materiais 3years
Web design and domain 3yaars
Franchise imtiationtees^The Company others tô types offranohiseagreementsÂsi^^^

franchise agreement andamulti-unit development agreementwhioh gives the franchisee the right to
open two or more units inaparticular geographic area.
Depending on numher of units purchased, the initial franchise tee ranges from $4^500 (single unit) to
$300,000 (ten units) and is paid to the Company whenafranchisee signs the franchise agreement in
return forthe initial franchise fee, the Company provides site location assistance, training and the oth^
services.The initial franchise fee is non-refundahle and is recognized once the franchise location is op
Unrecognized franchise fees and related direct costs, such as commissions, are deferred until earned or
incurred.
Franchise royaitles^Royalty revenue represents royalties earned from each ofthe franchisees in
accordance with the franchise disclosure document and the franchise agreementfor use ofthe'Cluh
Pilates" name, processes, and procedures. The royalty rate in the franchise agreement is typically 6% of
the gross sales of each location operated hy each franchisee. Such revenue is recognized when earned
and is payable to the Company monthly when the monthly sales are reported hy the franchisees.
Start-up pacâges^Cnce the franchisee has completed training and selectedafranchise site, the
franchisee pays the Companyalumpsum nonrefundable payment ranging from $90,000 to $115,000 for
astad-uppackageThestad-up package includes equipment, fixtures, freight, installation
inventoryforthenewfranchisesite Revenueis recognized upon installationand build out ofthe
franchise location Unearned start-up package revenues and related direct costs are deferred until earn
or incurred
Pilates classes and teacher trainin^ÂtCompanyownedstoresindividuals could purchase single

class or monthlymemberships that provide four,eight, or unlimited credits each month. Class packag^^
are nonrefundable and revenue is deferred until the classes have been used. Monthly passes are
nonrefundable and are recognized as revenue when received. In conjunction with the transaction to sell
the Company,all Company-owned stores had been sold to independent franchisees.
The Company offersaClub Pilates TeacherTrainingProgram.The nonrefundable program fee includes

training and materials and is recognized as revenue upon delivery of materials. Additional payments are
paid tothefranchiseestudiothatconductstheteachertraining.Club PllatesTeacherTraining Program
income is included in other revenues.
13
d ^ ^ a t e s F ^ n c h ^ L L O
Notes to C o ^ o ^ t e d F i n a n ^ S ^ e m e ^
Note^-SummaryofSigmficantAccoontmgPoêsô^
R ^ ^ t ^ ^ ^ ^ d ^ o ^ ^ e n u e s ^ ^ ^ ^ s e ^
enês^wh^êCompaoyre^^nchisee^R^^
R e f e ^ fees ^ o e ^ a ^ e are e s t i m ^
from whom the feels due. Actual amount received could d ^
differences would he Immaterial to the financial statement
Costs otsalesÔostsofsales consists ofequlpment and merchandlsecosts, plus c o m m i s s i o n s ^

to the signing of franchise agreements.
General and administrative e^penses^Ceneral arid administrative expenses primary

salaries andwages, professional and legalfees, occupancy expenses,managementfees,travel
expenses, and conference expenses. Advertising costs are expensed as Incurred. Advertising expenses
were approximately $93^000 In the Successor Period and $352,000 In the Predecessor P e r ^ ^
Ctherexpenses^lncluded In Other expenses areapproximately$1,854,000 paid to StGregory

DevelopmentGroup, LLC (related party^tohuyoutaperformancehonuscompensation agreement
during the reorganization on September 20, 2017
Income taxes-Trie Company Isalimited liahility company and Is treated asapartnershlp for federal
and state Income tax purposes Therefore, earnings and losses from the Company are Included In the
Income tax returns forthe memhers and taxed accordingly. However,the Company Is required to pay an
annual gross receipts fee and tax for Its operations In California
Trie Company's lncometaxflllngs are s u h | ^

filed.As of Oecemher 31,2017,theCompany's taxflllngs forthe period ended May1,2017and the years
ended Oecemher31, 2016and2015weresuhjecttoexamlnatlon
Concentration ofcredltrlsl^^Plnanclallnstrumentswhlch potentially suh|ecttheCompanyto

concentrations of credit risk conslstprimarily of cashand cash equivalents. The Company m a l n ^
cash and cash equivalents with high-credit qualltyflnanclal Institutions. At times, such amounts may
exceed federally Insured limits.
Recently Issued accounting pônouncements-ln May 2018, thePASB Issued Accounting Standards
UpdateÂSLI^ 2016^12, Revenue from Contracts with Customers. ASU 201612 updates the 2 0 1 4 ^
ASLI,not In changing the core principle ofthe guidance In Topic 608, hut In narrow aspects such as
clarifying the objective ofthe assessmentwhen determining wrietherthe contract Is valid.The Company
Is still evaluating the Impact of this pronouncement on thelrflnanclalstatements.The pronouncement Is
effective forthe Companyfor annual periods beginning after Oecember15,2018and as such,Itwlll not
be applicable until the 2019calendaryear
14
Notes t o Consolidated Financial Statements
Note 3 - Summary of Significant Accounting Policies (continued)
Subsequent events - Subsequent events are events or transactions that occur after the balance sheet
date but before financial statements are issued. The Company recognizes in the financial statements the
effects of all subsequent events that provide additional evidence about conditions that existed at the
balance sheet date, including the estimates inherent in the process of preparing the financial statements.
The Company's financial statements do not recognize subsequent events that provide evidence about
conditions that did not exist at the date of the balance sheet but arose after the balance sheet date and
before financial statements are issued.
The Company has evaluated subsequent events through March 1, 2018, which is the date the financial
statements were available to be issued.
Note 4 - Property and Equipment
Property and equipment consisted of the following:
Furniture & equipment $ 274,205

Computers 126,514
Autos 11,900
Leasehold improvements 132,684
Video production and materials 205,383
Web design and domain 31,316
' 782,002
Less: accumulated depreciation (135,560)
$ 646,442
Depreciation expense was approximately $132,000 during the Successor Period and $29,000 during the
Predecessor Period.
15
Note 5 - intangible Assets
Intangible assets at December 31, 2017 consisted of the following:
Goodwill $ 74,614,240
Trademarks 20,400,000
Intangibles assets with indefinete life 95,014,240
Franchise Agreements 8,100,000

Non-Competition Agreements 1,100,000
Less: accumulated amortization (821,666)
Intangibles assets with definite life 8,378,334
Total Intangible assets, net $ 103,392,574
Amortization expense was approximately $822,000 during the Successor Period and $2,000 during the
Predecessor Period. Over the next five years, amortization expense related to the definite lived intangible
assets will approximate $1,030,000.
Note 6 - Commitments and Contingencies
The Company has entered into various building leases that are classified as operating leases. Total rent
expense for the Successor Period and Predecessor Period were approximately $228,000 and $133,000,
respectively.
Future minimum lease payments under the non-cancelable operating leases with initial or remaining
terms of one year or more are as follows:
Years ending December 31.

2018 $221,000
2019 $129,000
2020 $ 42,000
16
Note 7 - Related Party Transactions
As of December 31, 2017, the Company has advanced $1,165,811 to various affiliates under common
ownership as follows:
Stretch Lab Franchise, LLC 336,605

Cyclebar Franchising, LLC 324,792
Row House Franchise, LLC 142,476
Xponential Fitness, LLC 36,938
St. Gregory Development Group, LLC 325,000
Total due from related parties $ 1,165,811
It is anticipated these advances will be repaid during 2018.
Franchise sales commissions approximating $862,000 were paid to St. Gregory Development Group,
LLC, a related party, from October to December 2017, all ofwhich were deferred costs as of
December 31, 2017.
Note 8 - Equity Investment Plan
In 2016, the Company established the Equity Incentive Plan (the "Plan") to promote the interest ofthe
Company by attracting and retaining officers and management level employees ofthe Company and
enabling such persons to acquire an equity interest in the share in the future appreciation of the business.
The Plan provided for the issuance of Class P Units. Class P Units are Common Units, as described in
the May 1, 2015 limited liability company amended operating agreement, but have been stripped of voting
rights, and have various distributions modifications and restrictions.
Effective January 1, 2016, the Company converted 326,667 Common Units into Class P Units and
granted them to certain eligible employees. The Class P Units vest over a period of three years with
33.34% vesting on December 31, 2017 and the remaining 66.66% vesting equally on December 30, 2018
and 2019. Upon consummation ofthe business combination described in Note 2 all Class P Units
became 100% vested.
Note 9 - Members' Equity
The limited liability company operating agreement, as amended May 1, 2016, authorized the Company to
issue interest in the Company In the form of two classes of ownership interest, Common Units and
Preferred Units.
There were 666,667 authorized and issued Common Units, ofwhich 326,667 had been converted to
Class P Units, leaving 340,000 Comrnon Units. Common Units are entitled to their allocable interest of
profits and losses as well as all distributions from the Company. Common Units have voting rights.
17
Note 9 - Members' Equity (continued)
There were 2,000,000 issued Preferred Units as of May 1, 2017. The Preferred Units were non-voting
with a 10% preferred return. When the Company declares distributions or liquidates, Preferred Units have
preferred distribution and liquidation preference equal to the amount of unpaid return plus the original
remaining unpaid capital and are not entitled to any further distribution. During the period January 1, 2017
to May 1, 2017, the Company made distributions approximating $6,096,000 ofwhich $4,000 paid the
accumulated Preferred Units' 10% preferred return, $945,000 paid off the remaining unpaid original
preferred capital and the balance of $5,147,000 was a distribution to the holder of the Common Units. As
of May 1, 2017, the preferred units had been paid off and there were no cumulative preferred returns in
arrears.
After the business combination (see Note 2) on May 2, 2017, there were three types of membership units
established under the amended and restated operating agreement. Class A-1 and Class A-2 units are
both voting interests, and Class-A-1 units have a liquidation preference over the Class A-2 units. Class B
Units are non-voting and shall only be issued in accordance with any profits interest plan approved by the
Company's board of managers. As of December 31,2017, there were 943,056 A-1 units, 51,102 A-2
units, and no B units issued and outstanding.
18
^ ^BB^ ^ B ^ B B ^ ^ ^ ^
^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^
^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ B ^ ^ ^ ^
B ^ ^ ^ ^ ^ ^ ^
^ ^ ^ ^ ^ ^ ^ ^
^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ 1 ^ ^ ^ ^ D ^
^ ^ ^ ^ ^ B ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^
B^B^ ^B^BÂ^B ^ ^ B ^ ^ ^ ^
^ B ^ ^ ^ ^ ^ ^ B ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^
^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^ ^
^ ^ ^ ^ B ^ ^ ^ ^ ^
^ ^ ^ ^
Club Pilates Franchise, L L C
Year Ended December 31, 2016 and the

Period March 12, 2015 (Date of Inception)
To December 31, 2015
Contents
Independent Auditors' Report 1-2
Balance sheets 3
Statements of income 4
Statements of changes in members' equity 5
Statements of cash flows 6-7
Notes to financial statements E-16

KS
O R T E G A & K O N R A D , LLP
CSdTiHEQ PU8:L!C ACCOUNTANTS
12 5 26 H i g h B l u f f D r i v e , S u i t e 30O. San D i e g o , CA 9 2 1 3 0 • D i r e c t 8 5 8 . 6 2 3 . 2 7 8 6 • Fax 8 5 8.408.2 45 7

www.ortegacpa.net
To the Member of
We have audited the accompanying financial statements of Club Pilates Franchise, LLC (a Limited
Liability Company), which comprise the balance sheets as of December 31, 2016 and 2015, and the
related statements of income, changes in members' equity and cash flows for the year ended
December 31, 2016 and forthe period of inception (March 12, 2015) to December 31, 2015, and the
related notes to the financial statements.
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with principles generally accepted in the United States of America: this includes the
design, implementation, and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are free of material misstatements, whether due to fraud or
error.
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements arefreeof material misstatement.
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of the financial statements in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of
significant accounting estimates made by management, as well as evaluating the overall presentation,
ofthe financial statements. *f'
for our audit opinion.
Opinion
In our opinion the financial statements referred to above present fairly, in all material respects, the
financial positions of Club Pilates Franchise, LLC, as of December 31, 2016 and 2015, and the
results of operations and cash flows for the year ended December 31, 2016 and for the period of
inception (March 12, 2015) to December 31, 2015 in accordance with accounting principles
generally accepted in the United States of America.
^ S ^ o f H ~vuu^
March 1,2017
->V'.
Balance Sheets
December 31, 2016 and 2015
Assets 2016 2015

Current Assets
Cash $ 1,870,109 $ 1,330,215
Accounts receivable 680,233 167,534
Inventory 1,235,106 319,199
Prepaid expenses 68,662 88,081
Other current assets 192,168 -
Note receivable - related party 1,000,000 _
Total current assets 5,046,278 1,905,029
Property and Equipment 632,173 563,458
Other Assets
Intangible assets 5,804,149 5,805,816
Deposits 25,400 20,400
Total other assets 5,829,549 5,826,216
Total assets $ 11,508,000 $ 8,294,703
Liabilities and Members' Equity

Current Liabilities
Current portion of long-term debt $ 108,333 $ -
Accrued expenses 329,332 136,110
Marketing fund 44,201 710
Deferred revenue 3,986,513 863,584
Due to related parties - 135,400
Total current liabilities 5,428,676 1,710,774
Long-Term Debt 2,291,667 2,500,000
Other Long-Term Liabilities
Total other long-term liabilities 2,201,222 357,185
Total liabilities 9,921,565 4,567,959
Members' Equity 1,586,435 3,726,744
Total liabilities and members' equity $ 11,508,000 $ 8,294,703
The accompanying notes are an integral part of this statement

Statements of Income
Year Ended December 31,2016 and the Period of
March 12,2015 (Date of Inception) to December 31, 2015
Reve nue 2016 2015

Franchise revenues
Franchise initiation fees $ 1,359,751 $ 276,667
Franchise royalty fees 739,190 105,506
Developmentfranchiseagreement 115,936 86,949
Product and equipment sales 5,264,423 978,832
Other 624,935 129,434
Studio revenues 1,535,776 1,349,642
Total revenues 9,640,011 2,927,030
Cost of Revenues
Cost offranchiserevenues 4,999,957 885,875
Cost of studio revenues 1,131,892 561,956
Total cost of revenues 6,131,849 1,447,831
Gross Profit 3,508,162 1,479,199
Selling, General & Administrative Expenses
Franchise expenses 2,951,590 1,336,448
Studio expenses 316,340 359,427
Total selling, general & administrative expenses 3,267,930 1,695,875
Income (Loss) From Operations 240,232 (216,676)
Other Income (Expenses)
Gainfromsale of assets 320,020 450,544
Interest expense (251,371) (211,991)
Interest income 17,000 -
Total other income (expense) 85,649 238,553
Net Income Before Provision of LLC Tax 325,881 21,877
Provision for LLC Tax (12,590) (6,800)
Net Income $ 313,291 $ 15,077
The accompanying notes are an integral part of this statement.

Statements of Changes in Members' Equity
Year Ended December 31, 2016 and the Period of
March 12, 2015 (Date of Inception) to December 31,2015
Additional
Common Preferred Paid-in Member Retained
Units Units Capital Distributions Earnings Total
Opening Balance, March 12, 2015 $ $ $ $ - $ $

Issuance of666,667 Common Units 666,667 666,667
Issuance of2,000,000 Preferred Units 2,000,000 2,000,000
Capital contribution 1,045,000 1,045,000
Net Income 15,077 15,077
Balance, December 31, 2015 666,667 2,000,000 1,045,000 15,077 3,726,744
Capital contribution
Member distributions (1,054,905) (1,045,000) (353,695) (2,453,600)
Net Income 313,291 313,291
Balance, December 31, 2016 $666,667 $ 945.095 $ $ (353,695) $ 328,368 $1,586,435

Statements of Cash Flows
Year Ended December 31, 2016 and the Period of
March 12, 2015 (Date of Inception) to December 31, 2015
2016 2015
Cash Mows From Operating Activities
Net Income $ 313,291 $ 15,077
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation & amortization 92,592 46,737
Bad debt.expense 20,000 -
Gain from sale of assets (320,020) (450,544)
(Increase) decrease in:
Accounts receivables (532,699) (147,534)
Inventory (942,619) (319,199)
Prepaid expenses 19,419 (88,081)
Other cunent assets (192,168) -
Deposits (5,000) (20,400)
Increase (decrease) in:
Accrued expenses 214,564 136,110
Marketing lund 43,491 (8,805)
Net cash provided by operating activities 3,965,258 120,368
Cash flows from investing activities
Proceedsfromsale of assets 443,005 424,103
Purchases of properly and equipment (279,369) (402,884)
Issuance of note receivable - related party (1,000,000) -
Net cash (used) provided by investing,activities (836,364) 21,219
Cash flows fromfinancingactivities
Proceedsfromrelated; party loans _ 260,400
Marketing funds contributed as part of member unit issuance - 8,228
Payments on loanfromrelated party (135,400) (125,000)
Member capital contribution - 1,045,000
Member distributions (2,453*600) -
Net cash (used) provided by financing activities (2,589,000) 1,188,628
Net increase in cash and cash equivalents 539,894 1,330,215
Cash and cash equivalents at beginning of year 1,330,215 .
Cash and cash equivalents at end. of year S 1,870,109 $ 1,330,215

Statements of Cash Flows (Continued)
Year Ended December 31,2016 and the Period of
March 12, 2015 (Date of Inception) to December 31, 2015
2016 2015
Supplemental Disclosure of Noncash Financing and Investing Activities:
Notes payable to Club Pilates Global, Inc and Club Pilates. LLC
was reduced by $100,000 in exchange for franchise equipment $ 100,000 $ -
Club Pilates Franchise. LLC Capitalization

Accounts receivable S - $ 20,000
Property & equipment - 250,991
Intangible assets - 5,807,161
Marketing fund cash - 8,228
Marketing lund liability assumed - (9,514)
Deferred revenues assumed - (910,199)
Net assets acquired $ - $ 5,166,667
Noncash Sources Used to Acquired Net Assets
Long-term debt issued $ - $ (2,500,000)
Common •member "units issued - (666,667)
Preferred member units issued - (2,000,000)
Total noncash source used to acquire net assets $ - $ (5,166,667)
Supplemental Disclosure of Cash Flow Information

Cash paid during the year for
Interest expense $ 188,871 $ 211,476
Income taxes $ 6,800 $ -

Notes to Financial Statements
Note 1. Summary of Significant Accounting Policies

This summary of significant accounting policies of Club Pilates Franchise, LLC,
(the Company) is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management who is responsible for their integrity and objectivity.
These accounting policies have been consistently applied in the preparation of the
Nature of organization
The Company is a Delaware Limited Liability Company. The Company owns a
Pilates Fitness and Training system ("Club Pilates") that is proprietary to the
Company. The Company licenses its proprietary system to franchisees who in turn
provide facilities to promote Pilates training and instruction programs. The
Company also owns and operates three Club Pilates studio franchises as of
December 31, 2016 and four as of December 31,2015.
On March 12, 2015, the Company acquired the assets, certain liabilities and the
operations of Club Pilates Global, Inc. ("Global") and Club Pilates, LLC ("Pilates
LLC"). Global owned and operated the studio training system "Club Pilates" and
licensed the proprietary system to franchisees. Pilates LLC owned and operated
five Club Pilates studio franchises. Global and Pilates LLC were owned and
operated by the same shareholders/members.
Nature of Services and Revenue Recognition
Franchise Agreements
The Company offers two types of franchise agreements: A single-unit franchise
agreement and a multi-unit development agreement which gives the franchisee the
right to open two or more units in a particular geographic area.
Depending on number of units purchased, the initial franchise fee ranges from
$49,500 (single unit) to $300,000 (ten units) and is paid to the Company when a
franchisee signs the franchise agreement. In return for the initial franchise fee, the
Company provides site location assistance, training and the other services. The
initial franchise fee is non-refundable and is recognized once the franchise location
is open. Unrecognized franchise fees and related direct costs are deferred until
earned.
8
C^P^^F^nch^LLC
Notes to Fmaneiai S t a t e m e n t
D ^ m ^ ^ 2 ^ ^ d 2 0 t 5
Note^ Summary otSignântAccoun^ngPob^(Con^nued)

^ ^ ^ ^ ^ ^
Once the franchisee has completed training and selected a franchise site, the
franchisee pays the Companyalnmp-sum nonrefundable payment rangingfrom
$^,000 to $107,000 for the start-up package. The start-up package includes
equipment,fl^tures,freight, installation and retailinventory for the new ^
site, revenue is recognized upon installation and build out of the franchise
location. Unearned start-up package revenues and related direct costs are deferred
until earned or incurred.
^ ^ o ^ ^ ^ ^ ^ ^ ^ ^
TheCompanyassumedafiveyearDevelopment Agent Agreement fromdohal
which was entered into on March^l,2014 In return forafeeof$250,000, Global
granted the developer, the exclusive right to development ClubPilates franchises in
the state of Colorado. In 2015,the Company modified the terms ofthe agreement.
Under the terms of the modified agreement, the developer is to receivelOOô of all
franchise fees for locations it develops (maximum twenty-si^ locations) during the
period of March 31, 2014 toDecember 31, 2016. The development fee was
initially recorded as deferred revenue and has been amortized and recognized as
revenue over the term ofthe agreement.
^ ^ ^ C ^ ^ ^ ^ ^ ^ c ^ ^ ^ ^ ^
Individuals interested in participating in Pilates classes can purchase single class or
monthly memberships that providefour, eight, or unlimited creditseach month.
Class packages are nonrefundable and revenueisdeferreduntiltheclasses have
been used. Monthly passes are nonrefundable and are recognized as revenue when
received.
The Company offersaClubPilatesTeacher Training Program. The non-refundable
program fee includestraining and materials and isrecognizedasrevenueupon
receipt and delivery of materials. Additional payments are paid to the franchisee
studio that conducts the teacher training. Club PilatesTeacherTraining Program
income is included in other revenues.
^ ^ ^ ^ ^ ^
Includedinother revenues arc referralfees earned fromunaffiliated vendors or
other entities to which the Company refers franchisees, referral fees are recognized
as income when earned, referral fees receivable are estimated by management
based on information received from the vendors from whom the fee is due. Actual
amounts received could differ from these estimates, however any such differences
would be immaterial to the financial statements.
Note 1. Summary of Significant Accounting Policies (Continued)

Nature of Services and Revenue Recognition (Continued)
Deferred Revenue
Total deferred revenues at December 31, 2016 and 2015 are as follows:
2016 2015
Deferred initiationfranchisefees $ 11,301,165 $ 1,086,916

Deferred start-up packages 2,441,722 465,260
Deferred development agent agreement - 115,936
Deferred product sales 418,036 -
Deferred Pilates classes & training 74,213 115,007
Deferred Costs (8,047,401) (562,350)
Deferred Revenue $ 6,187,735 $ 1,220,769
Short-term $ 3,986,513 $ 863,584

Long-term 2,201,222 357,185
$ 6,187,735 $ 1,220,769
Franchisees are charged a royalty ranging from four (4%) to six (6%) percent
(depending upon when they signed their franchise agreement) of the franchisees'
monthly gross revenues. The royalty revenue is accrued and recognized monthly.
Under the franchise agreement the franchisees are charged two percent (2%) of
monthly gross revenues for national advertising and marketing services. The
agreement establishes a fund used for qualified advertising and promotional costs.
The balance of the fund is presented as a marketing fund liability on the balance
sheet.
Cash and cash equivalents
For purposes of the statement of cash flows, demand deposits, currency and
certificates of deposit with an original maturity of three months or less are
considered cash equivalents.
Accounts receivable
Accounts receivable is recorded net of allowance for expected losses. The
Company provides for estimated losses on accounts receivable based on prior bad
debt experience and a review of existing receivables. As of December 31, 2016 and
201-5, there were no allowances'and all accounts receivable are considered to be
collectible. Bad debt expense for the year ended December 31, 2016 and for the
period ended December 31, 2015 was $20,000 and $0, respectively.
10

Inventory
Inventory consists primarily of finished goods and is stated at the lower of average
cost or market. The Company uses average costs for charging to cost of sales.
Advertising Costs
Advertising costs are expensed as incurred. For the year ended December 31, 2016
and for the period of March 12, 2015 to December 31, 2015, advertising expense
was $843,012 and $240,948, respectively.
Use of estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Intangibles
Goodwill represents the excess of purchase price oyer the fair market value of net
assets acquired in the purchase of the Company's operations from Global and
Pilates LLC. Goodwill has an indefinite life and is not amortized. Alternatively,
goodwill is tested annually for impairment.
Trademarks represent the costs associated with the Company's acquisition of the
registered trade name of Club Pilates. The Company is amortizing these costs over
a period of fifteen years.
Property & Equipment
Property and equipment are carried at cost. Depreciation is provided using the
straight-line method for financial reporting purposes at rates based on the following
estimated useful lives:
Furniture & equipment 5 to 7 years
Leasehold improvements 15 years
Video production & materials 5 years
Web design and domain 5 to 15 years
11

Franchise Stores
2016 2015
Stores at beginning of period 40 29
New stores opened 38 17
Stores closed (4) (6)
Stores at end of year 74 40
Concentration of Cash and Cash Equivalents

The company maintains its cash in bank deposit accounts that, at times may exceed
federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance
Corporation (FDIC) up to $250,000 per bank. At December 3.1, 2016, the amount
in excess of insured limits was approximately $1,505,000. The Company has not
experienced any losses in such accounts. The Company believes it is not exposed
to any significant credit risk on cash and cash equivalents.
Income Taxes
The Company is a limited liability company and is treated as a partnership for
federal and state income tax purposes. Therefore, earnings and losses from the
Company are included in the individual income tax returns for the partners and
taxed accordingly. However, the Company is required to pay an annual gross
receipts fee and tax for its operations in California.
The Company's income tax filings are subject to examination, generally for three
years after they are filed. As of December 31, 2016, the Company had no tax filing
subject to examination.
Subsequent Events
Management has evaluated subsequent events through March 1, 2017, the date of
which the financial statements were available to be issued.
12
Note 2. Property and Equipment:

Property and equipment at December 31, 2016 and 2015 consisted of the following:
2016 2015
Furniture & equipment $ 395,165 $ 394,013

Computers 28,084 28,039
Autos 17,000 17,000
Leasehold improvements 148,896 71,474
Video production and materials 125,009 55,497
Web design and domain 35,606 36,922
749,760 602,945
Less: accumulated depreciation 117,587 39,487
$ 632,173 $ 563,458
Depreciation expense for the year ended December 31, 2016 and for the period of
March 12, 2015 to December 31, 2015 was $90,925 and $39,487, respectively.
Note 3. Intangible Assets
Intangible assets at December 31, 2016 and 2015 consisted ofthe following:
2016 2015
Goodwill $ 5,782,162 $ 5,782,162

Intangible assets with indefinite life 5,782,162 5,782,162
Trademarks 25,000 25,000
Less accumulated amortization 3,013 1,346
Intangible assets with defined life 21,987 23,654
Total intangible assets $ 5,804,149 $ 5,805,816
Amortization expense for the year ended December 31, 2016 and for the period of
March 12, 2015 to December 31,2015 was $ 1,666 and $ 1,346, respectively.
13
Note 4. Long-Term Debt

Long-term debt consisted of the following: 2016 2015
Note payable to Club Pilates Global, Inc. (as $2,160,000 $2,250,000

amended November 2016), interest accrues at
10% per annum, requires quarterly interest only
payments starting, March 31, 2015 until
September 12, 2017 when the note requires
quarterly principal installment payments of
$.187,500 plus accrued interest until fully paid
June 30, 2020. Subject to subordination of
Senior Debt, as defined in the agreement, the
note is secured by all assets of the company.
Note is related to the Company's acquisition of
its operations on March 12, 2015.
Note payable to Club Pilates, LLC (as amended 240,000 250,000

November 2016), interest accrues at 10% per
annum, requires quarterly interest only payments
starting March 31, 2015 until September 12,
2017 when the note requires quarterly principal
installment payments of $20,833 plus accrued
interest until fully paid June 30, 2020. Subject to
subordination of Senior Debt, as defined in the
agreement, the note is secured by all assets of the
company. Note is related to the Company's
, , ' '
2,400,000 2,500,000
Less: current maturities 108,333
Total long term debt $2,291,667 $2,500,000
Aggregate maturities of long-term debt are as follows:

Year ended December 31,
2017 $ 108,333
2018 833,334
2019 833,334
2020 624,999
Thereafter
$2,400.000
14
Note 5. Commitments and Contingencies

Lease Commitments
The Company assumed and entered into various building leases that are classified
as operating leases.
Total rent expense for the year ended December 31, 2016 and for the period of
March 12, 2015 to December 31, 2015 was $ 341,422 and $290,931, respectively.
Future minimum lease payments under the non-cancelable operating leases with
initial or remaining terms of one year or more are as follows:
2017 $349,769
2018 266,815
2019 116,779
2020 51,612
Thereafter
Note 6. Related Party Transactions
Club Pilates, LLC and Club Pilates Global, Inc., both owned by the same
members/shareholders, collectively owned a 25% membership interest in the
Company up to November 3, 2016, at which point all common unit shares were
sold to LAG Fit, Inc.. As of December 31, 2016 and 2015, the Company has two
notes payable to Club Pilates, LLC and Club Pilates Global, Inc. for a total of
$2,400,000 and $2,500,000 respectively (See Note 4). For the year ended
December 31, 2016 and for the period of March 12, 2015 to December 31, 2015
the Company paid interest on these notes of $187,500 and $211,476, respectively.
LAG Fit, Inc. (LAG Fit), 100% holder of preferred units and 100% owner ofall
common units as of November 3, 2016, advanced the Company $135,000 during
the 2015 year at a rate of 10%. The loan was repaid in full in March, 2016.
Interest paid on this loan in 2016 was $3,514 and $0 in 2015. As of December 31,
2016 and 2015 the Company owed LAG Fit $0 and $135,000 respectively.
As of December 31, 2016, the Company has a note receivable from LAG Fit in the
amount of $1,000,000. The note bears interest of 3.5% and matures on July 7,
2017. As of December 31, 2016, the Company has accrued $16,670 in interest
income related to this note.
15
Note 7. Members' Equity

The limited liability company operating agreement, as amended March I , 2015,
authorizes the Company to issue interest in the Company in the form of two
classes of ownership interest, Common Units and Preferred Un its.
There are 666,667 authorized and issued Common Units. Common Units are
entitled to their allocable interest of profits and losses as well as all distributions
from the Company. Common Units have voting rights.
There were 2,000,000 issued Preferred Units as of December 31, 2015. The
Preferred Units are non-voting with a 10% preferred return. When the Company
declares distributions or liquidates, Preferred Units have preferred distribution and
liquidation preference equal to the amount of unpaid return plus the original
capital ($2,000,000) and are not entitled to any further distribution. During the
year ended December 31, 2016, the Company made distributions totaling
$2,453,600 of which $353,695 paid the accumulated Preferred Units' 10%
preferred return, $1,054,905 jmid down the 2,000,000 Preferred Units' original
capital, $1,045,000 paid back the Additional Paid-in Capital. As of December 31,
2016, there are 945,000 preferred units outstanding with $2,330 in cumulative
preferred returns in arrears.
16
The Period
March\12, 2015 (Date of Inception)
TdsDecember 31, 2015
Contents
Independent Auditors' Report
Balance sheet 3
Statement of income 4
Statement of changes in menders' equity 5
Statement of cash flows 6-7
Notes to financial statements 8-15

O R T E G A & K O N R A D , L L P
CE RTI * f ED PUBLIC ACCOUNTANrS
5 1 5 1 Shoreham Place, Suite 1 0 0 . San Diego. CA 92122 • Direct 858.623.2786 • Fax 858.408.2457
www.ortegacpa.net
To the MemberXof
Club Pilates Franîse, LLC
We have audited the accoihpanying financial statements of Club Pilates Franchise, LLC (a Limited
Liability Company), which comprise the balance sheet as of December 31, 2015, and the related
statements of income, changes ui members' equity and cash flows for the period of inception (March
12, 2015) to December 31, 2015, and the related notes to the financial statements.
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with principles generally accepted in the United States of America: this includes the
design, implementation, and maintenance of internal control relevant to the preparation and fair
presentation of financial statements that are freq of material misstatements, whether due to fraud or
error.
Our responsibility is to express an opinion on these financial statements based on our audit. We
conducted our audit in accordance with auditing standardsNgenerally accepted in the United States of
America. Those standards require that we plan and perfomrthe audit to obtain reasonable assurance
about whether thefinancialstatements arefreeof material misstatement.
An audit involves performing procedures to obtain audit evidenceâbout the amounts and disclosures
assessment of the risks of material misstatement of the financial statements, whether due tofraudor
error. In making those risk assessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of the financial statements in order to deên audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit
also includes evaluating the appropriateness of accounting policies used and thesreasonableness of
significant accounting estimates made by management, as well as evaluating the ovâll presentation
of the financial statements.
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
fdr our audit opinion.
Opii
In our dmnion the financial statements referred to above present fairly, in all material respects, the
financial positions of Club Pilates Franchise, LLC, as of December 31, 2015, and the results of
operations ahd cash flows for the period of inception (March 12, 2015) to December 31, 2015 in
accordance with accounting principles generally accepted in the United States of America.
/ /f
March 1,2016
Balance Sheet
December 31, 2015
Assets
Current Assets
Cash 1,330,215
Accounts receivable 167,534
Inventory 319,199
r -r \
Total current assets \ 1,905,029
Property and Equipment \ 563,458
Other Assets ^
Intangible assets 5,805,816
Deposits 20,400
Total other assets \ 5,826,216
Total assets $ 8,294,703
\
Liabilities and Members' Equity

Current Liabilities
Accounts payable 574,970
Accrued expenses 136,110
Marketing fund 710
Deferred revenue 863,584
\
Total current liabilities
\ 1,710,774
Long-Term Debt \ 2,500,000
Other Long-Term Liabilities \
Deferred revenue \ 357,185
Total other long-term liabilities \ 357,185
Total liabilities \ 4,567,959
Members' Equity \,726,744
Total liabilities and members' equity $ 8^4,7O3

Statement of Income
The Period of March 12, 2015 (Date of Inception) to December 31, 2015
Revenuk
F ranchis e*re ve nues
FmnchiseSnitiation fees 276,667
Franchise roWty fees 105,506
Developmentfranchiseagreement 86,949
Product and equ^rnent sales 978,832
Other 129,434
Studio revenues 1,349,642
Total revenues \ 2,927,030
Cost of Re ve nue s \
Cost offranchiserevenues \ 885,875
Cost of studio revenues \ 561,956
Total cost of revenues \ 1,447,831
Gross Profit \ 1,479,199
Selling, General & Administrative Expenses \
Franchise expenses ^ 1,336,472
Studio expenses 359,403
Total selling, general & administrative expenses \ 1,695,875
Loss From Operations \ (216,676)
Other Income (Expenses)
Gainfromsale of assets 450,544
Interest expense s (211,991)
Total other income (expense) \ 238,553
Net Income Before Provision of LLC Tax \ 21,877
Provision for LLC Tax \ (6,800)
Net Income V 15,077

Statement of Changes in Members' Equity
Additional
Common Preferred Paid-in Accumulated
Units Units Capital (Deficit) Total
:e^Varch 12, 2015

Opening Balance, - $
Issuance of666,667ôrnmon Units 666,667 666,667
Issuance of2,000,000 Preferred Units 2,000,000 2,000,000
Capital contribution 1,045,000 1,045,000
Net'Income 15,077 15,077
Balance, December 31, 2015 $666,667 $2,000,000 $1,045,000 $ 15,077 $3,726,744

Statement of Cash Flows
Cash Flo\w From Operating Activities

Net Incomb. 15,077
Adjustments to reconcile net income
to net cash prbyided by operating activities
Depreciation &\amortization 46,737
Gainfromsale of assets (450,544)
(Increase) decrease in:
• Accounts receivables (147,534)
Inventory (319,199)
Prepaid expenses (88,081)
Deposits (20,400)
Increase (decrease) in:
Accounts payable 574,970
Accrued expenses 136,110
Marketing fund (8,805)
Deferred revenue
Net cash provided by operating activities \ 120,368
Cash flows from investing activities \
Proceedsfromsale of assets \ 424,103
Purchases of property and equipment \ (402,884)
Net cash provided by investing activities \ 21,219
Cash flows from financing activities \
Proceedsfromrelated party \ 135,400
Proceedsfromrelated party loans \ 125,000
Marketing funds contributed as part of member unit issuance \ 8,228
Payments on loanfromrelated party \ (125,000)
Member capital contribution \ 1,045,000
Net cash provided byfinancingactivities \ 1,188,628
Net increase in cash and cash equivalents \ 1,330,215
Cash and cash equivalents at beginning of year \
Cash and cash equivalents at end of year $ \330,215

Statement of Cash Flows (Continued)
The Period of March 12,2015 (Date of Inception) to December 31, 2015
Supplemental Disclosure of Noncash Financing and Investing Activities:

Club Piktes\Franchise, LLC Capitalization
Accounts receivable 20,000
Property & eqTaroment 250,991
Intangible assets 5,807,161
Marketing fund ca: 8,228
Marketing fund liabflityâssumed (9,514)
Deferred revenues assi
Net assets acquired \ $ 5,166,667
Noncash Sources Used to AcqimW Net Assets
Long-term debt issued \ .$ (2,500,000)
Common member units issued \ (666,667)
Preferred member units issued \ (2,000,000)
Total noncash source used to acquire net\assets S (5,166,667)
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for \
Interest eênse \ $ 211,476
Income taxes \ $ -

December 31, 2015
Note 1, Summary of Significant Accounting Policies

vThis summary of significant accounting policies of Club Pilates Franchise, LLC,
le Company) is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management who is responsible for their integrity and objectivity.
These accounting policies have been consistently applied in the preparation of the
Nature of orftpmzatwn
The Company k a Delaware Limited Liability Company. The Company owns a
Pilates studio anti training system ("Club Pilates") that is proprietary to the
Company. The Company licenses its proprietary system to franchisees who in turn
provide facilities to promote Pilates training and instruction programs. The
Company also owns andôperates five (four as of year-end) Club Pilates studio
franchises.
On March 12, 2015, the Coihpany acquired the assets, certain liabilities and the
operations of Club Pilates GlobkL Inc. ("Global") and Club Pilates, LLC ("Pilates
LLC"). Global owned and operated the studio training system "Club Pilates" and
licensed the proprietary system to franchisees. Pilates LLC owned and operated
five Club Pilates studio franchises. ^Global and Pilates LLC were owned and
operated by the same shareholders/memo*
Nature of Services and Revenue Recognita
Franchise Agreements
The Company offers two types of franchise agreements: A single-unit franchise
agreement and a multi-unit development agreemenrwhich gives the franchisee the
right to open three or more units in a particular geographic area.
Depending on number of units purchased, the initial franchise fee ranges from
$49,500 (single unit) to $210,000 (six units) and is paid tOvthe Company when a
franchisee signs the franchise agreement. In return for the imâl franchise fee, the
Company provides site location assistance, training and the other services. The
initial franchise fee is non-refundable and is recognized once the franchise location
is open. Unrecognized franchise fees and related direct costs are\leferred until
earned.
8
December 31, 2015
Note\. Summary of Significant Accounting Policies (Continued)

Start-Up Packages
ice the franchisee has completed training and selected a franchise site, the
fra hisee pays the Company a lump-sum nonrefundable payment ranging from
$85,(J@lO to $97,000 for the start-up package. The start-up package includes
equip'm&nt, fixtures, freight, installation and inventory for the new franchise site.
Revenue Is recognized upon installation and build out of the franchise location.
Unearned sWt-up package revenues and related direct costs are deferred until
earned or mciuêd.
Development Ageitf Agreement
The Company assumed a five year Development Agent Agreement from Global
which was entered intdson March 31, 2014. In return for a fee of $250,000, Global
granted the developer, thb^xclusive right to development Club Pilatesfranchisesin
the state of Colorado. In 2015, the Company modified the terms of the agreement.
Under the terms of the modified agreement, the developer is to receive 100% of all
franchise fees for locations it develops (maximum twenty-six locations) during the
period of March 31, 2014 to December 31, 2016. The development fee has been
recorded as deferred revenue and i ^ being amortized and recognized as revenue
over the term of the agreement.
Pilates Classes and Teacher Training
Individuals interested in participating in Pilates classes can purchase single class or
monthly memberships that provide four, eight or unlimited credits each month.
Class packages are nonrefundable and revenues deferred until the classes have
been used. Monthly passes are nonrefundable and\re recognized as revenue when
received.
The Company offers a Club Pilates Teacher Training Program. The program fee is
$4,750 and includes training and materials. The prograto fee includes a $2,000
nonrefundable deposit for purchase of materials and is recognized as revenue upon
receipt and delivery of materials. The remaining balance of $2,750 is paid to the
franchisee studio that conducts the teaching training.
December 31, 2015
Note X Summary of Significant Accounting Policies (Continued)

future of Services and Revenue Recognition (Continued)
D&ferred Revenue
TotaMeferred revenues at December 31, 2015 as follows:
Defeked initiationfranchisefees $1,086,916

Deferred start-up packages 465,260
Deferred oevelopment agent agreement 115,936
Deferred Pilates classes & training 1.15,007
Deferred Costs^ (562,350)
Deferred Revei $1,220,769
Short-term $ 863,584
Long-term 357,185
$1,220,769
Franchisees are charged a royalty\anging from two (2%) to six (6%) percent
(depending upon when they signed theirfranchiseagreement) of the franchisees'
monthly gross revenues. The royalty revenue is accrued ahd recognized monthly.
Under the franchise agreement the franchises are charged one percent (1%), two
percent (2%) effective January 2016, of monthly gross revenues for national
advertising and marketing services. The agreement establishes an agency
relationship between the Company and thefranclmees,and the fees are recorded as
a liability and qualified advertising and promotional costs are charged against it.
The liability is presented as marketing fund liability onê balance sheet.
Cash and cash equivalents
For purposes of the statement of cash flows, demand deposits, currency and
certificates of deposit with an original maturity of three months or less are
considered cash equivalents.
Accounts receivable
Accounts receivable is recorded net of allowance for expected losses. The
Company provides for estimated losses on accounts receivable based oir^rior bad
debt experience and a review of existing receivables. As of December 3iv 2015,
there are no allowances and all accounts receivable are considered to be collectible.
Inventory
Inventory consists primarily of finished goods and is stated at the lower of average^
cost or market. The Company uses average costs for charging to cost of sales.
December 31, 2015
Note is Summary of Significant Accounting Policies (Continued)

Xdvertising Costs
Advertising costs are expensed as incurred. For the period of March 12, 2015 to
December 31, 2015, advertising expense was $240,948.
Use of&stimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the imported amounts of revenues and expenses during the reporting
period. Actual resultsvcould differ from those estimates.
Intangibles
Goodwill represents the excess of purchase price over the fair market value of net
assets acquired in the purchase of the Company's operations from Global and
Pilates LLC. Goodwill has an indefinite life and is not amortized. Alternatively,
goodwill is tested annually for impairment.
Trademarks represent the costs associated with the Company's acquisition of the
registered trade name of Club Pilates. TJie Company is amortizing these costs over
a period of fifteen years.
Property <& Equipment
Property and equipment are carried at cost. Etepreciation is provided using the
straight-line method for financial reporting purposes at rates based on the following
estimated useful lives:
Furniture & equipment 5 to 7\ears
Leasehold improvements 15 years
Video production & materials 5 years
Web design and domain 5 to 15 years
Franchise Stores
Stores at beginning of period 29

New stores opened 17
Stores closed (6)
Stores at end of year
December 31, 2015
Note \ Summary of Significant Accounting Policies (Continued)

^Concentration of Cash and Cash Equivalents
The company maintains its cash in bank deposit accounts that, at times may exceed
federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance
Corporation (FDIC) up to $250,000 per bank. At December 31, 2015, the amount
in excesXpf insured limits was approximately $1,138,000. The Company has not
experienced any losses in such accounts. The Company believes it is not exposed
to any significant credit risk on cash and cash equivalents.
Income Taxes
The Company is a\limited liability company and is treated as a partnership for
federal and state income tax purposes. Therefore, earnings and losses from the
Company are includedXn the individual income tax returns for the partners and
taxed accordingly. However, the Company is required to pay an annual gross
receipts fee and tax for its operations in California.
The Company's income tax filings are subject to examination, generally for three
years after they are filed. As of December 31, 2015, the Company had no tax filing
subject to examination.
Subsequent Events
Management has evaluated subsequent events through March 1, 2016, the date of
which the financial statements were available to be issued.
Note 2. Property and Equipment:
Property and equipment at December 31, 2015 contwisted of the following:
Furniture & equipment \ $394,013
Computers \ 28,039
Autos \ 17,000
Leasehold improvements \ 71,474
Video production and materials \ 55,497
Web design and domain \ 36.922
^02,945
Less: accumulated depreciation W87
$563)458
Depreciation expense for the period of March 12, 2015 to December 31,\o 15 was
$39,487.
12
December 31, 2015
Intangible Assets
Întangible assets at December 31, 2015 consisted of the following:
>dwill $5,782,162
Intangible assets with indefinite life 5,782,162
TraderWks 25,000
Less accumulated amortization 1,346
Intangible\assets with define life 23,654
Total intangiKp assets $ 5.805.816
Amortization ex^nse for period of March 12, 2015 to December 31, 2015 was
$1,346.
Note 4. Long-Term Debt
Long-term debt consisted^ the following:
Note payable to Club Pilates GJobal, bic., interest $2,250,000

accrues at 10% per annum, requires quarterly
interest payments starting March\31, 2015 until
March 12, 2017 when the note maWes. Subject
to subordination of Senior Debt, as defined in the
agreement, the note is secured by all assete of the
acquisition of its operations on March 12,
Note payable to Club Pilates, LLC, interes 250,000

accrues at 10% per annum, requires quarterly
interest payments starting March 31, 2015 until
March 12, 2017 when the note matures. Subject
to subordination of Senior Debt, as defined in the
agreement, the note is secured by all assets of the
2,5W),000
Less: current maturities \--
Total long term debt $2,500,(0%)
Aggregate maturities of long-term debt are as follows:

Year ended December 31,
2016 $
2017
Thereafter 2,500,000
$2.500.000
December 31, 2015
Note Commitments and Contingencies

\Lease Commitments
The Company assumed various building leases that are classified as operating
leases.
Total rb^t expense was $290,931 for the period of March 12, 2015 to December 31,
2015.
Future miniVun lease payments under the non-cancelable operating leases with
initial or remahnng terms of one year or more are as follows:
2016 $434,207
2017 327,769
2018 236,215
2019 116,779
2020 51,612
Thereafter
Note 6. Related Party Transactions
Club Pilates, LLC and Club Pilhtes Global, Inc., both owned by the same
v
shareholders, collectively own a 25% membership interest in the Company. As of
December 31, 2015, the Company has ftvo notes payable to Club Pilates, LLC and
Club Pilates Global, Inc. for a total of $^500,000 (See Note 4). For period of
March 12, 2015 to December 31, 2015 the\ompany paid $211,476 in interest on
these notes.
During the period of March 12, 2015 to December 31, 2015, Club Pilates, LLC
and Club Pilates Global, Inc. had collectively advanced the Company $38,404 in
cash. As of December 31, 2015, the advances had been paid in full.
The Club Pilates, LLC and Club Pilates Global, Inc shareholders, own and operate
a Company franchise. The following is a summary of transactions that occurred
between the Company and the majority shareholder's owned franchises.
Product and equipment sales to shareholder
owned franchise
December 31, 2015
Note &. Related Party Transactions (Continued)

LAG Fit, Inc. (LAG Fit), 100% holder of preferred units and 75% effective
wnership of the Company, loaned the Company $125,000 during the year at a
rafe of 10%. For period of March 12, 2015 to December 31, 2015 the Company
paid1511,648 in interest on this loan. As of December 31, 2015, the loan had been
paid iimill.
In December 2015, LAG Fit advanced the Company $135,000. The advance bears
interest at lO&o and is payable on demand. The amount is reflected on the balance
sheet as "due Welated parties".
Note 7. Members' Equil
The limited liabilityScompany operating agreement, as amended March 1, 2015,
authorizes the Company to issue interest in the Company in the form of two
classes of ownership mtei
inte^st, Common Units and Preferred Units.
There are 666,667 authori; and issued Common Units. Common Units are
entitled to their allocable u jst of profits and losses as well as all distributions
from the Company. Common its have voting rights.
There are 2,000,000 issued Preferred Units. The Preferred Units are non-voting
with a 10% preferred return. WHfen the Company declares distributions or
liquidates, Preferred Units have prefeirqd distribution and liquidation preference
equal to the amount of unpaid return plus^he original Capital ($2,000,000) and is
not entitled to any further distribution.. As of December 31, 2015, there was
approximately $161,000 in cumulative preferred returns in arrears on the Preferred
Units, and no distributions have been declared bWhe Company.
Exhibit D
STATEMENT OF PROSPECTIVE FRANCHISEE
©30i72018 Club Pilates Franchise, LLC

30&72O18 Franchise Disclosure Document - Exhibits
CLUBPILATES
STATEMENT OF PROSPECTIVE FRANCHISEE

C4rUB-P41-AT£-S
M
[Note: Dates and Answers Must Be Completed

in the Prospective Franchisee's Own Handwriting.]
Since the Prospective Franchisee (also called "me," "our," "us," "we" and/or " I " in this document) and
Club Pilates (also called the "Franchisor" or "CLUB PILATES") both have an interest in making sure that no
misunderstandings exist between them, and to verify that no violations of law might have occurred, and
understanding that the Franchisor is relying on the statements l/we make in this document, l/we assure the
Franchisor as follows:
A. The following dates and information are true and correct:
1- , 20 The date on which l/we received a Uniform Franchise Disclosure

Document containing disclosures about each of Franchisor's
1 3 5
I"' ' ' current franchise offerings (each, a "Franchise-^.
2. , 20 The date when l/we received a fully completed copy (other than
signatures) of the Franchise Agreement, Development
Initials Agreement (if appropriate) and all other documents l/we later
signed.
3. __, 20 The earliest date on which l/we signed the Franchise Agreement,
Development Agreement or any other binding document (not
Initials including any Letter or other Acknowledgment of Receipt.)
4. , 20 The earliest date on which l/we delivered cash, check or other

consideration to the Franchisor, or any other person or company.
Initials
B. Representations and Other Matters:
1 No oral, written, visual or other promises, agreements, commitments, representations, understandings,

"side deals," options, rights-of-first-refusal or otherwise of any type (collectively, the "representations"),
including, but not limited to, any which expanded upon or were inconsistent with the Disclosure Document, the
Franchise Agreement, or any other written documents, have been made to or with me/us with respect to any
matter (including, but not limited to, advertising, marketing, site location and/or development, operational,
marketing or administrative assistance, exclusive rights or exclusive or protected territory or otherwise) nor have
l/we relied in any way on any such representations, except as expressly set forth in the Franchise Agreement, or
a written Addendum thereto signed by the Prospective Franchisee and the Franchisor, except as follows:
(If none, the Prospective Franchisee should write NONE in his/her/their own handwriting.)
Prospective Franchisee's Initials:
2. No oral, written, visual or other claim, guarantee or representation (including, but not limited to, charts,
©3&472018 Club Pilates Franchise, LLC

t a b ^ spreadsheet or mathematical calculations to demonstrate actual or possible results hased on a
combination of variables, such as multiples of price and quantity to reflect gross sales, or othe
stated or suggested any specific level or range of actual or potential sales, costs, income, expenses, profits, cash
flow, taxeffectsorotherwise(or from whichsuch items might beascertalned),fromfranchlsedor non
franchised units, was made to me/us by Franchisor,its affiliates or agents/representatives, nor have 1/^
in anyway on any such,exceptforinformation(ifany)expresslysetforth in ItemôftheFranchisoBsDisclosure
Document (or an exhibit referred to therein), except as follows:
Prospective Franchisee s Initials:
3. No contingency, prerequisite, reservation or otherwise exists with respect to any matter (including, but
not limited to, the Prospective Franchisee obtaining any financing, the Prospective Franchisee's selection,
purchase, lease or otherwise of a location, any operational matters or otherwise) or the Prospective Franchisee
fully performing any ofthe Prospective Franchisee's obligations, nor is the Prospective Franchisee relying on the
Franchisor or any other entity to provide or arrange financing of any type, nor have l/we relied in any way on
such, except as expressly set forth in the Franchise Agreement, Development Agreement (if and as appropriate)
or a written Addendum thereto signed by the Prospective Franchisee and the Franchisor, except as follows:
(If none, the Prospective Franchisee should write NONE in his/her/their own handwriting.)
4. The individuals signing for the "Prospective Franchisee" constitute all ofthe executive officers, partners,
shareholders, investors and/or principals ofthe Prospective Franchisee and each of such individuals has received
the Uniform Franchise Disclosure Document and all exhibits and carefully read, discussed, understands and
agrees to the Franchise Agreement, Development Agreement (if and as appropriate), each written Addendum
and any Personal Guarantees.
5. l/we have had an opportunity to consult with an independent professional advisor, such as an attorney
or accountant, prior to signing any binding documents or paying any sums, and the Franchisor has strongly
recommended that l/we obtain such independent professional advice, l/we have also been strongly advised by
the Franchisor to discuss my/our proposed purchase of, or investment in, a CLUB PILATES Studio Franchise with
existing Franchisees prior to signing any binding documents or paying any sums and l/we have been supplied
with a list of existing CLUB PILATES Studio Franchisees.
6. I confirm that, as advised, I've spoken with past and/or existing CLUB PILATES Studio Franchisees, and
that I made the decision as to which, and how many, CLUB PILATES Studio Franchisees to speak with.
7. l/we understand that: entry into any business venture necessarily involves some unavoidable risk of loss
or failure, the purchase of a CLUB PILATES Franchise (or any other) is a speculative investment, an investment
beyond that outlined in the Disclosure Document mav be required to succeed, there exists no guaranty against
possible loss or failure in this or any other business and the most important factors in the success of any CLUB

PILATES Franchise, including the one to be operated by me/us, are my/our personal business, marketing, sales,
management, judgment and other skills.
8. l/we agree and acknowledge that any information that was put into the specific form of Franchise
Agreement or Development Agreement that was not specifically set forth in the template form of these
agreements attached to the Disclosure Document that l/we was/were disclosed with, including any specific
details on the Site Selection Area, Designated Territory, Development Area, Development Schedule, party
contact information and/or ownership details and other information necessary to complete the standard
exhibits to the Franchise Agreement and/or Development Agreement, as applicable, were mutually agreed to
and/or requested by me/us. Moreover, l/we agree and acknowledge that l/we had sufficient time to review the
completed agreements with our business advisors and attornevfs), as l/we determined appropriate, prior to
entering into any such agreement with Franchisor.
If there are any matters inconsistent with the statements in this document, or if anyone has suggested
that I sign this document without all of its statements being true, correct and complete, l/we will fa) immediately
inform the President of Club Pilates Franchise, LLC (949/-346-9794), and fb) make a written statement regarding
such next to my signature below so that the Franchisor mav address and resolve any such issuefs) at this time
and before either party goes forward.
l/we understand and agree that the Franchisor does not furnish or endorse, or authorize its salespersons
or others to furnish or endorse, any oral, written or other information concerning actual or potential sales, costs,
income, expenses, profits, cash flow, tax effects or otherwise (or from which such items might be ascertained),
from franchised or non-franchised units, that such information (if any) not expressly set forth in Item 19 of the
Franchisor's Disclosure Document (or an exhibit referred to therein) is not reliable and that l/we have not relied
on it, that no such results can be assured or estimated and that actual results will vary from unit to unit, franchise
to franchise, and mav vary significantly.
THE REST OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

StGNATURES TO THE FOREGOING ACKNOWLEDGEMENTS AND STATEMENTS ON THE FOLLOWING PAGE

l/we understand and agree to all of the foregoing acknowledgements, and represent and warrant that all of the
above statements are true, correct and complete.
Date:
©30172018 Club Pilates.Franchise, LLC

PROSPECTIVE FRANCHISEE (Individual) PROSPECTIVE FRANCHISEE (Corp., LLC or Partnership)
[Must be accompanied by appropriate personal
guarantee(s)]
Signature
Legal Name of Entity

Printed Name
a
State of incorporation, formation, etc.
Signature
By:
Name
Printed Name
Signature
Title:

Exhibit E
TABLE OF CONTENTS OF THE OPERATIONS MANUAL
©2018 Club Pilates Franchise. LLC

Operations Brand Standards Manual Table of Contents
TABLE OF CONTENTS
Chapter 1: General Information 1

1. The Purpose o l t h e M a n u a l 2
2. How to Use This M a n u a l 3
3. The Club Pilates Story 5
3.1. The Brand 5
3.2. The Club Pilates B r a n d G o a l 5
4. C l u b Pilates 10 C o m m a n d m e n t s 7
Chapter 2: The Franchise Relaltlonship 1

1. The Franchisee/Franchisor Relationship 2
1.1. I n d e p e n d e n t C o n t r a c t o r 2
1.2. I n d e p e n d e n t l y O w n e d a n d O p e r a t e d 2
1.3. You Are CEO o f This Business ._. 3
2. Our ResponslbillHej ;."„_ :„". „ 4
2.1. P r e - o p e n i n g O b l i g a t i o n s ; 4
2.2. C o n t i n u i n g O b l i g a t i o n s 4
3. Your Obligations 6
3.1. P a r t i c i p a t i o n in t h e Business 6
3.2. C o m p l i a n c e 6
3.2.1. Club Pilates Standards 6
3.2.2. Compliance with the Law 7
3.2.3. Products & Services 7
3.2.4. Payment of Fees and Taxes 7
3.2.5. Taxes _ 8
3.3. C o n f i d e n t i a l i t y 8
3.4. Site D e v e l o p m e n t 8
3.4.1. Premises „ S
3.4.2. Opening „ 3
3.4.3- Computers, Software and Technology. 9
3.5. Training 9
3.6. Use of Marks a n d Proprietary I n f o r m a t i o n 9
3 7 . Insurance 9
3.8. A p p r o v e d Products & Services 12
3.9. A p p r o v e d V e n d o r s 12
3.10. V a r i a n c e s 12
3.10.1. How to Request a Variance 13
3.10.2. ReQuesting New Products and Items 13
3.11. Books, Records & Reports , 14
3.12. Audits & Inspections 14
3.12.1. Financial Audits IS
4. Establlihlng Your Business Entity 17
4.1. N a m i n g a n d Identification 17
4.1.1. Correct Use of the Name 17
4.1.2. Sample Business Names IS
4.1.3. Governing Documents 13
4.2. Tax I d e n t i f i c a t i o n N u m b e r s 18
5. Transfer Your Franchise A g r e e m e n t 20
5.1. Initial Assignment 20
5.2. C h a n g e in O w n e r s h i p 21
5.2. J. Process 22
5.3. Transfers 23
5.3.1. Death or Disability 23
5.3.2. Process 24
Chapter 3: Franchise Requirements
Version Number: 2^00

Version Date: MONTH 2018 Page i
Club Pilates Franchise, LLC Table of Contents
Operations Brand Standards Manual
1 . The Franchisee/Franchisor Relationship 2

l-l- Independent Contractor 2
1.2. I n d e p e n d e n t l y Licensed a n d O p e r a t e d 2
1.3. Y o u A r e C E O o f This Business 2
1.4. Pricing a n d Price Fixing 3
Chapter 4: Operational Standards 1
1. The Importance of Standards 2

1.1. O b j e c t i v i t y a n d M e a s u r e m e n t 2
1.2. M e a s u r e m e n t Process 2
2. The S t a n d a r d s 4
2.1. Hours of O p e r a t i o n s 4
2.2. H o l i d a y Hours 4
2.3. Signs a n d M a r k e t i n g 4
2.4. M e m b e r s h i p s , Gift Cords & R e c i p r o c i t y 5
2.5. H o l i d a y D e c o r 5
2.6. Music 5
2.7. W o r k p l a c e Attire "-5
2.B.,Personal H y g i e n e a n d A p p e a r a n c e 6
2.9. Behavior Standards 7
2.10. Client Service Standards 7
2.11. Class Standards 7
2.12. Training Classes 7
2.-I2J. ClubPilates Teacher Training Program 7
2.12.2. Bridge Training 7
2.12.3. Video Topics 7
2.12.4. In-studio Practical 7
Chapter 5: Personnel 1
1 . O v e r v i e w a n d Disclaimer 2
2. Laws a n d R e q u t r e m e n h 3
2 . 1 . ® O u r Franchise 3
3. J o b Descriptions 4
3 . 1 . Elements o f a J o b Description 4
3.2. S u g g e s t e d C l u b Pilates J o b Descriplions 5
3 . 2 J . General Manager 5
3.2.1.1. Responsibilities S
3.2.1.2. Skills 6
3.2.2. Instructor 7
3.2.2.1. Responsibilities 7
3.2.2.2. Skills 7
3.2.3. Soles Representative 8
3.2.3.1. Responsibilities 8
3.2.3.2. Skills 8
4. L e a d Sources for Hiring 9
5. C l u b Hlates Support Calls 10
Chapter 6: Studio Operations Best Practices 1

1. Overview 2
2. C l u b Pilates Classes 3
2 . 1 . Class S t a n d a r d s 3
2.2. S i g n a t u r e Classes 4
2.2.1. CP Intro Class 4
2.2.2. CP Reformer Flow .....4
2.2.3. CPF.l.T...... i 4
2.2.4. CPCardio Sculpt 4
2.2.5. CP Center * Balance 4
2.2.6. CP Control 4
2.2.7. CP Restore... 4
Version number: 2.00

Version date: MONTH 2018 Page ii
2.2.8. CP Suspend
2.2.9. CP Teen
2.3. Class Levels
2.3.1. Level 1 - Foundation
2.3.2. Level 1.5 Ptogressian
2.3.3. Level 2 - Evolution
2.3.4. Level2.S - Mastery
2.4. C r e a t i n g a Class S c h e d u l e
3. D e m o Class
3.1. Before Class
3.2. During Class
4. Private Training
4 . 1 . Postural Assessment
4.1.}. Syndromes & Solutions
5. Attire & Retail
6. The C l i e n t
6.1. Client N e e d s a n d Goals
6.2. Client Relations
6.3. Client Satisfaction
6.3.1. Instructors and Clienu in Studio
6.3.2. Instructors and Teacher-m-Troining Students.. 8
6.3.3. Client Service Emails
6.3.4. EmaitsFrom Unhappy Clients
6.3. J. Instructor Praise
6.3.6. Late Cancellations
6.4. H a n d l i n g Dissatisfied Clients
6.4.1. Listen and Understand
6.4.2. Ask for a Suggestion
6.4.3. Offer a Solution
6.4.4. Get Agreement
6.4.5. Deliver on the Promise
6.4.6. Follow Up
6.4.7. Difficult Clients
7. Retail
7.1. A p p r o v e d Products
7.2. H o w t o Order
7.2.1. Pre-Sale Orders
7.2.2. Re-orders
7.3. Return Policy
7.4. M e r c h a n d i s i n g a n d Display
8. Dally Actfvffles
5.1. v o i c e m a i l
8.2. Shift Notes a n d C h a n g e s
8.3. Closing "Procedures
9. C l u b R e a d y
Chapter 7: Sales 1
1 . The C l i e n t
2. C o m p e t i t i o n
2.1. W h o Is t h e C o m p e t i t i o n
2.2. U n d e r s t a n d i n g Your M a r k e t
2.2.1. Competitive Analysis
2.3. Secret S h o p p i n g
3. M e m b e r s h i p Rates
3.1. Tiers
3.2. A d d i t i o n a l f e e s
4. Private Training
5. Pre-Sale
5. L). Expectations
5.1.2. Pricing Specials
5.1.3. Membership Process ,
5.2. C o r p o r a t e M e m b e r s h i p Process..

Version date: MONTH 2018 Page
5.3. G l o b a l fit
5.4. M e m b e r s h i p s Programs
5.4. J. Private Lessons
5.4.2. Sump Club & Beyond
5.4.3. Costco
5.4.4. O M S P O J *
5.4.5. Groupon/Living Socio!
5.4.6. Thread Notion
5.5. Waitlist
5.6. All A c c e s s
5.6.1. Transfer
6. O b j e c t i o n :
6.1. Price
6.2. H a v e t o Think A b o u t II
6.3. Talk t o M y S p o u s e / P a r t n e r
6.4.1 C a n Do It O n M y O w n
7. Sign Them Up
8. Turnover
9. Sales M a n a g e m e n t Best Practices
10. Sates Tools
10.1. Sales Flow
10.2. Scripts
10.3. O v e r c o m i n g O b j e c t i o n s
10.4. Retention
10.5. D e m o Class
1 1 . Sales Time l i n e
Chapter 8: Crisis Management 1

1 . Defining a Crisis
2. Crislj C o m m u n i c a t i o n
2.1. Firsl Responders
2.2. Spokesperson
2.3. Client Liaison
2 . 4 . . D o c u m e n t a t i o n Specialist
2.5. D e a l i n g w i t h t h e Press
2.5.1. Who May Talk to the Public
2.5.2. What Not To Say.
Chapter 9: Studio Administration.

1 . Key P e r f o r m a n c e I n d i c a t o r s a n d Profitability.
1.1. Sales
1.1.1. Gross Sales
1.1.2. Client Volume
1.1.3. Privote Training
1.1.4. Retail
1.2. Costs
I.2.J. Labor Costs
1.2.2. COGS (Cost of Goods Sold)
1.2.3. Marketing
2. M a n a g i n g t h e N u m b e r s
2.1. Reports
2.1.1. Daily
2.1.2. Weekly-.
2.1.3. Monthly
3. Inventory C o n t r o l
4. Risk M a n a g e m e n t
4.1. Crime
4.2. C a s h o n H a n d
4.3. Security C a m e r a s
4.4. L o c k e d Doors

Version date: MONTH 2018 Page iv
4.5. G e n e r a l Safely 8
4.5. L Spills and Water 8
4.5.2. Lifting. 9
4.5.3. Fire and Earthquake Safely 9
4.5.4. Emergency Core 10
4.5:5. Incident Reports JO
5. Data Security 11

Version date: MONTH 2018 Page v
CLUB PILATES
OPERATIONS MANUAL
TABLE OF CONTENTS
Cumulative Pages per

i Chapter Section Page* Section
1 Real Estate 1 20
2 Getting Your Business Started 21 9
3 Construction & Build out 30 65
4 Sales 95 62
5 Teacher training 157 15
6 CP Training, Services & Classes 172 16
_
/
8 Markeing 236 49
9 Retail 285 9
10 Accounting & Finance 294 11
11 Resale, Transfer, Renewal & Closing 305 3
12 Recruiting 308 10
. .
: . Total 317

Exhibit F
SAMPLE FORM OF GENERAL RELEASE OF ALL CLAIMS

SAMPLE FORM OF GENERAL RELEASE OF ALL CLAIMS
(FRANCHISEE") and , an individual ("GUARANTOR") enter

into this General Release on , with reference to the following facts:
1. On , Club Pilates Franchise, LLC, a Delaware limited liability company

("FRANCHISOR"), and FRANCHISEE entered into a Franchise Agreement (the "Franchise Agreement") to operate a
CLUB PILATES Franchised Business located at (the "Premises"). GUARANTOR
guaranteed FRANCHISEE'S performance under the Franchise Agreement pursuant to a Guarantee and Assumption of
Obligations (the "Guarantee"). In consideration of FRANCHISOR'S processing and approval of
, the Franchise Agreement provides that
FRANCHISEE must sign this General Release as a condition to such . All capitalized terms not otherwise
defined in this General Release shall have the same meaning as in the Franchise Agreement and/or the Guarantee.
2. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
FRANCHISEE and GUARANTOR hereby release and forever discharge FRANCHISOR, its parents and subsidiaries and
the directors, officers, employees, attorneys and agents of said corporations, and each of t h e m , from any and all
claims, obligations, liabilities, demands, costs, expenses, damages, actions and causes of action, of whatever nature,
character or description, known or unknown (collectively "Damages"), which arose on or before the date of this
General Release, including any Damages with respect to the Franchise Agreement, the Franchised Business, the
Premises and the Guarantee. FRANCHISEE waives any right or benefit which FRANCHISEE or GUARANTOR may have
under Section 1542 of the California Civil Code or any equivalent law or statute of any other state. Section 1542 of the
California Civil Code reads as follows:
"Section 1542. Certain claims not affected by general release. A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the time of executing this
release, which if know by him must have materially affected his settlement with the debtor."
3. This General Release sets forth the entire agreementand understanding o f t h e parties regarding the
subject matter of this General Release and any agreement, representation or understanding, express or implied,
heretofore made by any party or exchanged between the parties are hereby waived and canceled.
4. This Agreement shall be binding upon each of the parties to this General Release and their respective
heirs, executors, administrators, personal representatives, successors and assigns.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year set forth
above.
FRANCHISEE:
By:
Print Name:
Title:
GUARANTOR:
, an individual

Exhibit G
STATE SPECIFIC ADDENDA

AOOÔNALSTAT5 0 ^ 0 5 U R 5 5
^he^^îsloêdino
provisions in the Unôrm F r a n c h i O ^ o s u r e O o c ^
be amended as foiiows:
CAÔRNiA
A005N00MTO0^LOSUR50OCUM5NT
California Colorations Code, Section 31125 requires the franchi^^^

document,a^roved b y t h e Department of Business Oversight, ^ r i o r t o a s o i ^ ^
modification ofan existingfranchise.
Our website has not been reviewed or a ^ r o v e d by the California Department of Business Oversight.
Any complaints concerningthe content ofthis website may be directed to the California Department of Bus
Oversightatwww.dbo.ca.gov.
THECALiPORNiA FRANCHISE l^55TM5NTLAVVRÎR55THATACOPYOP

RE^TiNGTOTHESALEOFTHE FRANCHISE BE DELIVERED TOGETHER W i T H T H E D ^ ^
1. The following language is added to the endofitem3o^theOisclosure Document:
Neither Club Pilates Franchise, LLC, nor any person identified in Item 2, or an affiliate or
franchise broker offering franchises under our ^rinciâl trademark is subject to any currently
elective order of any national securities association or national securities exchange, as defined in
the Securities and Exchange Act of 1934, 15 U.S.C.A. 7 8 a ^ s ^ suspending or expelling such
person from membership in such association or exchange.
2. The following paragraphs are added atthe end of Item 17 of the Disclosure Documents
The Franchise Agreement requires franchisee to executeageneral release of claims uôn

renewal or transfer of the Franchise Agreement. California Corporations Code Section 31512
provides that any condition, stipulation or provision purporting to bind any person acquiring any
franchise to waive compliance with any provision of that law or any rule or order thereunder is
void.
California BusinessandProfessionsCodeSections20000through 20043 provide rightsto

franchisees concerning termination or nonrenewal ofafranchise. If^ the Franchise Agreement
containsaprovision that is inconsistent with the law,the law will control.
The Franchise Agreementprovides for termination upon bankruptcy.This provision may

not be enforceable underfederalbankruotcylaw (11 U.S.C.A. Sec. 101 etseo.).
The Franchise Agreement containsacovenant not to compete which extends beyond the
termination ofthefranchise. This provision may not be enforceable under California law but we
will enforce it to the extent enforceable.
© 2 0 ^ C ^ P ^ F ^ ^ ^ C
2018^nê0ôê0ocument^5^bits
The Franchise Agreement requires application ofthe laws ofthe state where the business
is located. This provision may not be enforceable under California law, but we will enforce it to
the extent enforceable.
The Franchise Agreement requires binding arbitration. The arbitration will occur in
Orange County, California, with the costs being borne by the non-prevailing party. The prevailing
party shall be entitled to recover reasonable compensation for expenses, costs and fees in
connection with arbitration, including reasonable attorney's fees. Prospective franchisees are
encouraged to consult private legal counsel to determine the applicability of California and federal
laws (such as Business and Professions Code Section 20040.5 Code of Civil Procedure Section 1281,
and the Federal Arbitration Act) to any provisions of a franchise agreement restricting venue to a
forum outside the State of California.

2018 Franchise Disclosure Document-Exhibits
HAWAII
AOOENOUMTOOIÔSUÔOCUM^
These ânchisesw^ b e h a v e been f ^

doesnotconstituteapprova^ recommendation or endorsement by tbeDirector of Commerceand^^
Affairs orafindmgbytbe Director of Comm^^
complete, and not misleading
Tbe Franchise Investment Law makes it unlawful to offer or sell any franchise in tbis state witb^
providing to the prospective franchisee, or subfranchisor,at least seven days prior to the executionby the
prospective franchisee of any binding franchise or other agreement, or at leastseven days priorto the payment of
any consideration by the franchisee, or subfranchisor,whichever occurs first,acopy of the Disclosure Document,
togetherwith an copy of all proposed agreements relatingtothe sale ofthe franchise.
This Disclosure Document contains a summary only of certain material provisions o f t h e franchise
agreement.The contract or agreement shouldbe referred to forastatement of all rights, conditions, r e s t r i c t ^ ^
and obligations of both the franchisor and the franchisee.
© 2 0 t 8 ^ ^ t ^ ^ ^ ^ . ^
2018 F r a n c e 0 ^ o ^ e O o c u m e n t - ^ b ^
ILLINOIS
ADDENDUM TO DISCLOSURE DOCUMENT
1. The "Summary" section of Item 17(v), entitled Choice of forum, is deleted in its entirety.
2. The "Summary" section of Item 17(w), entitled Choice of law, is deleted and replaced with the following:
Illinois law applies.
3. Illinois law governs the agreement(s) between the parties to this franchise.
4. Any provision in a franchise agreement that designates jurisdiction or venue in a forum outside of Illinois
is void, provided that arbitration may take place outside of Illinois. 815 ILCS 705/4 (West 2010)
5. Any condition, stipulation, or provision purporting to bind any person acquiring any franchise to waive
compliance with any provision of the Illinois Franchise Disclosure Act or any other law of Illinois is void. 815 ILCS
705/41 (West 2010)

ILLINOIS
AMENDMENT TO FRANCHISE AGREEMENT AND DEVELOPMENT AGREEMENT
The Franchise Agreement and Development Agreement are specifically amended as follows:
In recognition ofthe requirements ofthe Illinois Franchise Disclosure Act of 1987 (as amended), the parties
to the attached Franchise Agreement ("Agreement") agree as follows:
1. Governing Law.
a. Section 16.7 of the Franchise Agreement, "CHOICE OF LAWS," is deleted in its entirety and replaced
with the following:
EXCEPT TO THE EXTENT GOVERNED BYTHE UNITED STATES TRADEMARK ACT OF 1946 (LANHAM ACT,
15 U.S.C. SECTIONS 1051 ET SEQ.), THE FEDERAL ARBITRATION ACT, OR OTHER FEDERAL LAW, THIS
AGREEMENT AND THE RIGHTS OF THE PARTIES HEREUNDER SHALL BE INTERPRETED AND CONSTRUED
UNDER THE LAWS OF THE STATE OF ILLINOIS.
b. Section 21(A) of the Development Agreement is hereby amended to provide that Illinois law governs
the agreements between the parties to this franchise.
3. Section 4 of the Illinois Franchise Disclosure Act provides that any provision in a franchise
agreement/development agreement that designates jurisdiction or venue outside of the State of Illinois
is void. However, a franchise agreement/development agreement may provide for arbitration in a venue
outside of Illinois.
4. Section 41 of the Illinois Franchise Disclosure Act provide that any condition, stipulation or provision
purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise
Disclosure Act or any other law of Illinois is void. Accordingly, insofar as the Franchise Agreement
requires you to waive your rights under the Illinois franchise law, these requirements are deleted from
the Franchise Agreement. This provision will not prevent the franchisor from requiring you to sign a
general release of claims as part of a negotiated settlement of a dispute or actual lawsuit filed under any
of the provisions of the Act, nor shall it prevent the arbitration of any claim pursuant to the provisions
of Title 9 of the United States Code.
IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Amendment,
understands and consents to be bound by all of its terms.
Club Pilates Franchise, LLC Franchisee:.
By: By:
Title: Title:

MARYLAND
1 The "Summary" section of Item 17(c) entitled Requirements for you to renew or extend, and the
"Summary" section of Item 17(m) entitled Conditions for our approval of transfer, is amended by adding the
following:
Any general release you sign shall not apply to the extent prohibited by the Maryland Franchise
Registration and Disclosure Law.
2. The "Summary" section of Item 17(h) entitled "Cause" defined (defaults which cannot be cured), is
amended by adding the following:
The Franchise Agreement provides for termination upon your bankruptcy. This provision might
hot be enforceable under federal bankruptcy law (11 U.S.C. Sections 101 et seq.), but we will
enforce it to the extent enforceable.
3. The following are added to the end of the chart in Item 17:
Despite any contradicting provision in the Franchise Agreement, you have 3 years from the date
on which we grant you the franchise to bring a claim under the Maryland Franchise Registration
and Disclosure Law.
A franchisee may bring a lawsuit in Maryland for claims arising under the Maryland Franchise

2Q18 Franchise Disclosure Document - Exhibits
MARYLAND
AMENDMENT TO FRANCHISE AGREEMENT
The Franchise Agreement is specifically amended as follows:
Any provision requiring Franchisee to execute a general release of any and all claims against Franchisor shall not
apply to claims arising under the Maryland Franchise Registration and Disclosure Law.
Termination upon bankruptcy ofthe Franchisee might not be enforceable under federal bankruptcy law (11 U.S.C.
Sections 101 et seg.), but Franchisor intends to enforce it to the extent enforceable.
Sections 17.3 and 17.4 shall be supplemented by the following additional language:
PROVIDED, HOWEVER, THAT THIS LIMITATION OF CLAIMS SHALL NOT ACT TO REDUCE
THE THREE (3) YEAR STATUTE OF LIMITATIONS AFFORDED FRANCHISEE FOR BRINGING
A CLAIM UNDER THE MARYLAND FRANCHISE REGISTRATION AND DISCLOSURE LAW.
Section 14-226 ofthe Maryland Franchise Registration and Disclosure Law prohibits a franchisor from requiring a
prospective franchisee to assent to any release, estoppel, or waiver of liability as a condition of purchasing a
franchise. Any provision of this Franchise Agreement which requires a prospective franchisee to disclaim the
occurrence and/or non-occurrence of acts that would constitute a violation ofthe Maryland Franchise Registration
and Disclosure-Law in order to purchase a franchise are not intended to, nor shall they act as a release, estoppel
or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
IN WITNESS WHEREOF, each ofthe undersigned hereby acknowledges having read this Amendment, understands
and consents to be bound by all of its terms.
Club Pilates Franchise, LLC Franchisee:.
By: By:
Title: Title:

MARYLAND
AMENDMENT TO DISCLOSURE QUESTIONNAIRE
The Franchisee Disclosure Questionnaire is specifically amended as follows:
In recognition of the requirements of the Maryland Franchise Registration and Disclosure Law (as
amended), Md. Code Bus. Reg. Sections 14-201 through 14-233, the following paragraph is added to the Franchisee
Disclosure Questionnaire:
Maryland Franchise Registration and Disclosure Law prohibits a franchisor from requiring a
prospective franchisee to assent to any release, estoppel, or waiver of liability as a condition of
purchasing a franchise. Representations in this questionnaire are not intended to nor shall they
act as a release, estoppel, or waiver of any liability incurred under the Maryland Franchise
Name of Franchisee/Applicant
Date:
Signature
Name and Title of Person Signing

j

M^HIGAN
A005N0UMTO0ÔSUR50OCUM5NT
The l o w i n g d ^ o s u r e s are required by the State of M ^
1 TH5STAT5OFM^GANÔH^TSC2RTA^0N^R^^
OOCUM^NTS ^ A N Y O F T H 5 ^ ^
A^VOiOANOCANNOTB5 5NFORC50AGAiNSTYOU
5ach of the l o w i n g provisions is void and unenforceable if

franchise:
A. ^prohibition on the right ofafranchisee to join an association offranchisees.
B. Arequirementthatafranchisee assent toareiease, assignment, novation,waiver or estoppel

whichdeprivesafranchiseeofrightsandprotectionsprovided inthe Michigan Franchise investment
notpreciudeafranchisee,afterenteringintoafranchiseagreement,from settling any and ail claims.
C. Aprovisionthat permitsafranchisor to terminateafranchise prior to the expiration of this term

exceptfor good cause. Good cause shall include the failure ofthe franchisee to comply with any lawful provision
of the franchise agreement and to cure such failure after being given written notice thereof andareasonable
opportunity, which in no event needbe more than todays, to cure such failure.
0. Aprovision that permitsafranchisor to refuse to renewafranchise without fairly compensating

the franchisee by repurchase or other means forthe fair market value atthe time of expiration ofthe franchisee's
inventory, supplies,equipment,fixtures and furnishings. Personalised materials which have no value to the
franchisor and inventory,supplies, equipment, fixtures and furnishings not reasonably required in the condu^
thefranchisebusinessare notsubjectto compensation.This subsectionappliesonlyif:^thetermofthefra^
is less thanSyears, and (ii) the franchisee is prohibited by the franchise or other agreement from continuing to
conduct substantiallythesame business underanothertrademark, service mark,trade name, logotype, advertising
or other commercial symbol in the same area subsequent to the expiration ofthe franchise orthe franchisee does
not receive at least^months advance notice offranchisor'sintent notto renewthe franchise.
5. Aprovision that permitsthefranchisorto refuse to renewafranchise on terms generally available

to otherfranchiseesofthesameclassortypeundersimilarcircumstances.Thissection does not requirearenewal
provision.
F. Aprovision requiringthatarbitration or litigation be conducted outside this state. This shall not
preclude the franchisee from entering into an agreement, at the time of arbitration, to conduct a r b i t ^ ^
location outside this state.
G. Aprovision which permitsafranchisorto refuse to permitatransfer of ownership ofafranchise,

except for good cause. The subdivision does not preventafranchisor from exercisingaright of first refusal to
purchase the franchise.Good cause shall include, but is not limited to:
© ^ ^ P ^ F ^ h ^ ^
2018 Franchise D i ^ o s u r e O o c o m e n t - E x h i b i t s
1) The f a i ^ e o f t h e proposed t r a ^
purifications or standards.
2) The fact that the proposed transferee isacompetitor ofthe franchisor or s u h f r a ^ ^
3) The unwiiiingness ofthe proposed transferee to a g ^

ohiigations.
4) The failure of the franchiseeor proposed transferee t o p a y any sums owing to the
franchisor o r t o cure any default in the franchise agreement existing atthe time ofthe proposed transfer.
H. Aprovision that requires the franchisee to reseii to the franchisor items that are not uniquely
identified with the franchisor This subdivision does not prohihitaprovision that grants toafranchisoraright of
first refusal to purchase the assets ofafranchise on the sameterms and conditionsasahonafide third partywiiiin^
and ahle to purchase those assets, nor does thissuhdivisionprohihitaprovisionthatgrantsthefranchisorther^
to acquire the assets ofafranchise for the market or appraised value of such assets ifthe franchisee has breached
the lawful provisions of the franchise agreement and has failed to cure the breach in the manner provided in
subdivisions.
I. Aprovision which permits the franchisor to directly or indirectly convey, assign orotherwise
transfer its obligations to fulfill contractual obligations to the franchisee unlessaprovision
providingthe required contractual services.
2. If the franchisor^smost recent financial statements a r e u n a u d i t e d a n d s h o w a n e t worth of lessthan

^100,000.00 the franchisor shall, at the request
other fundspaid by the franchisee until the obligations t o p r o v i d e r e a l estate,improvements, equipment,
inventory, training or other items included in the franchise offering are fulfilled. At the option ofthe franchisors
surety bond may be provided in place of escrow.
3 TH5FACTTHATTH5R5l5ANOTIC5 0FTHIS0^5RINGONFIL5WITHTH5^^
CONSTITUT5APPROVA4R5COMIVI5NOATIONOR2NFORC2M^
Anyquestions regardingthis notice should be directto:
State ofMichigan
Consumer Protection Division
Attention: Franchise
670 G.Mennen Williams Building
525WestOttawa
Lansing,MI 48933
(517)3731160
Note: OespiteparagraphFabove, we intend to enforce fully the provisions of the arbitration section
contained in the Franchise Agreement. We believe that paragraphFis unconstitutional and cannot preclude us
from enforcing our arbitration section. You acknowledge that we will seek to enforce this section as well.
©2018 Club Pistes ^ n c h i s e . LLC

2018 Franchise O i ^ o s u r e Document-Exhibits
M^N5SOTA
A005NOUMTOO^LOSOR5 00CUM5NT
âccordance with the requirement of the state of M i n n ^

conjunction with the Oisciosure Document. Any inconsistency with the information contained in the Disclosure
Document wiii he resolved in favor of this Minnesota Addendum.
1 item 13 Trademarks is amended hy adding the following
As required hy the Minnesota Franchise Act, Minn.Stat. Sec. 8 0 C . 1 2 ^ we wili reimburse y o u ^

any ofyour costs incurred in the defense ofyour rightto use the Marks, so long as you were using
the Marks in the manner authorised hyus, and so long as we are timely notified ofthe claim and
are given the right to manage the defense ofthe claim including the right to compromise, settle
or otherwise resolve the claim, and to determine whether to appealafinal determination of the
claim.
2. Item 17 Renewal^Termination, Transfer and Dispute Resoluôn is amended hy adding the following
A. Renewal andTermination
With respect to franchises governed hy Minnesota law, we will comply with Minn. Stat.
Sec.80C.14,Suhds.3,4and5which require, exceptincertainspecifiedcases,thatyou he
given 90 days'notice oftermination (with 60 days to cureând 180 days^ notice for non
renewal ofthe Agreement.
B. Choice ofForom
Nothing in the Disclosure Document or Agreement can abrogate or reduce any of your
rights as provided for in Minnesota Statutes 1984, Chapter 80C, or your rights to any
procedure, forum, or remedies provided for bythe laws ofthe jurisdiction.
C. Releases
Ageneral release shall not relieve any person from liability imposed by the Minnesota
Franchise Law, Minn. Stat., Chapter 80C,Sections80C.22.
These franchiseshaveheenregisteredunder the MinnesotaFranchiseAct^registrationdoes not

constitute approval, recommendation, or endorsement bythe Commissioner of Commerce of Minnesota o r a
finding bythe Commissionerthatthe information provided herein istrue, complete, and not m i s l e a ^ ^ ^
The Minnesota Franchise Actmakesitunlawfultoofferorsellanyfranchiseinthisstatewhichissuhêct

toregistrationwithoutfirstprovidingtothe^
f r a n c h i s e e o f a n y h i n d i n g f r a n c h i s e o r o t h e r a g r e e m e n t , or at I e a s t 7 d a y s prior to the payment of any
consideration, hy the franchisee, whichever occurs first,acopy of this Disclosure Document, together w
copy of all proposed agreements relating to the franchise^This Disclosure Document containsasummary only
of certain material provisions o f t h e Franchise Agreement^Thecontract or agreementshould he referred to for
an understanding ofall rights and obligations of hoth the franchisor and the franchisees ^
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2018r^nêOôêOocumeot-5xhib^
M^N5S0TA
AM5NOM^TOFRANCH^2AGR55M5NT
The Franchise A g r e e m e n t ^ s p e c ^ c ^ y amended asfoôw^
in recognition oTthe Minnesota Franchise L a w , M i n n . S ^ ^

Ruiesand Regulations promulgated pursuanttheretohythe Minnesota C o m m ^
2860.4400, et seq , the parhes to the attached France
With respectto franchises governed hy Minnesota iaw,Franchisor wiii compiywith Minn.Stat.^

80C.14,Suhds3,4and5which require, except in ceâin specified cases, thatFranchisee he give^
90 days^ notice of termination (with 60 days to cure) and 180 days'notice of non renewal of the
Agreement.
AsrequiredhyMinnesotaFranchiseAct,Minn. Stat. Sec. 80C.12(g), Franchisor wiiireimhurse

Franchiseeforanycosts incurred hyFranchisee inthedefenseofFranchisee'srightto usethe Marks,
so iong as Frahchiseewas using the Marks in themanner authorised hyFranchisor,and so iong as
Franchisor is timely notified of the claim and is given the right to manage the defense of the ci^^
inciuding the rightto compromise, settle or otherwise resolve the claim, and to determine w
to appealafinal determination ofthe claim.
With respecttofranchisesgovernedhy Minnesota law,Franchisor will complywith Minn.Stat. Sec.

80C.14,Suhds.3,4and5which require, except in certain specified cases, that Franchisee hegiven
90 days'notice of termination (with 60 days to cure) and 180 days'notice of non renewal of the
Agreement.
A general release shall not relieve any person from liahility imposed hy the Minnesota Franch^^
Law, Minn. Stat., Chapter80C, Section 80C.22.
Nothing in the Disclosure Document or Agreement can abrogate or reduce any of your rights as
provided for in Minnesota Statutes 1984, Chapter 80C, or your rights to any procedure, forum, or
remedies providedforhythe laws ofthe jurisdiction.
Any claims brought pursuant to the Minnesota Franchises Act,^80.C.01etse^. must he brought
within^years after the cause of action accrues. Tothe extent that any provision oftheFranchise
Agreement imposesadifferent limitations period, theprovision ofthe Actshall control.
IN WITN5SSWH5R50F,each ofthe undersigned herehy acknowledges having readthisAmendrh^

and consents to be bound by all of its terms.
Club Pilates Franchise, LLC Franchisee:
8y:^ By:
Title: Title:
© 2 0 ^ C I ^ P I I ^ ^ ^ ^ ^ C
2018 Franchise O i s c l o s o r e O o c o m e ^ - 5 x h ^
N5WYO^
AD05N00MT0 0 ^ O S U R 5 0 O C U M 5 N T
The Oiscûre Document is amended as follows
1. preferences made herein toaDisciosure Document shaii be amended to Offerm^
2. The foiiowing paragraphs are added to the Disclosure Document Cover Page:
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^ H I O ^ O R Y O O R PUBLIC U8RARYPOR5O0RC5SOF^^^
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05PARTM5NTOF^^BUR5AUOPINV^
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W 5 M ^ IP W5 CHOOSE N5GOT^T5 WITH YOU ABOUT IT5M5COV5R5D IN T H 5 P

HOW5V5^W5 CANNOT US5TH5N5GOTIATINGPROC55STOPR5VAILUPONAPROSP5CTIV5P^
ACC5PTTÎVISW^CHAR5L5S5PAVORAB^THANTHOS555TPORTHiNTH^PROSP5CTU^
3. I t e m ^ L i t l ^ a t i o n is amended h y t h e a d d i t i o n o f t h e f o i i o w i n g i a n g u a g e : Neither thefranchlsor, its

p r e d e c e s s o r , a p e r s o n i d e n t i f i e d i n i t e m ^ o r an affiliate offering franchises under the franchisor'spr^^^
trademark:
A. Has an administrative, criminal or civil action pending against that person aiieging:afeionY,a
violation of a franchise, antitrust or securities law, fraud, emhe^lement, fraudulent conversion,
misappropriation of property, unfair or deceptive practices or comparable civil or misdemeanor
allegations, or has pending actions, other than routine litigation incidental to the husiness,which are
significant in the context of the number of franchisees and the s i g n a t u r e or financial condition of the
franchise system or its business operations.
B. Has been convicted ofafelony or pleaded nolo contendere toafelony charge or,within the ten
year period immediately preceding the application for registration, has been convicted o f a o r p ^
nolo contendere toamisdemeanorchargeor has been the subject ofacivil action alleging: violation ofa
franchise, antifraud or securities law,fraud, em
property,or unfair or deceptive practices or comparable allegations.
C. Is suhjecttoacurrently effective injunctive or restrictive order or decree relatingto the franchis^^

or underaFederal,StateorCanadianfranchise,securities, antitrust, trade regulation ortrade practice
resulting fromaconcluded or pending action or proceeding brought byapuhlic agency^, or is subject to
any currently effective order of any national securities association or national securities exchange, as
definedintheSecuritiesand5xchangeActofl934,suspendingorexpellingsuch person from membership
in such association or exchanged or is suhjecttoacurrently effective injunctive or restrictive order r e l a t e
to any other business activity asaresult of an action brought byapublic agency or department, including,
without limitation, actions affectingalicenseasareal estate broker orsales agent.
©2018 C^b Pistes ^ n o h i s e . LLC

2018 C o c h i s e O ^ o s u r e O^
4. Theôwôa^ra^
^ a ^ i a ^ ^ p r e d e c e ^ o ^ o ^ e ^ or genera p^
ofthe o a r i n g c i r c u s
^ filed as dehtor(or had filed

(h) ohtainedadischarge ofits dehts underthe hankruptcycode^ or
(c) wasaprincipal officer ofacompanyorageneral partner inapartnership that e i ^
dehtor(orhadfiledagainstit)apetit^
adischarge ofits dehtsundertheU^. Bankruptcy Code during o r w i t h i n l y e a r afterthe off^^
partner ofthe franchisor heid this position in the company or partnership
5. The foiiowinîanûaê is added to the end of i t e m S i n ^ a i Franchise Fee:
The initial franchise fee shaiihe used to compensate us for our costs inproviding training
materials, evaluating the site, and other services we provide to you prior to and as you hegin
operatingyour husiness.
6. Item^lnitiai investment is amended hvthe addition ofthe foiiowinîanûaê:
There are no other direct or indirect payments to us in conjunction with the purchase of the
franchise.
7 The "Summary" section o f l t e m l ^ e n t i t l e d M o d i f i c a t i o n o f t h e Franchise A^reementwii^^

hyaddingthe following language:
We have the right to modify or revise lists of specifications, the Confidential Operations Manual,^
part of the System, provided that any revisions or modifications will not unreasonably increase your
obligation or place an excessive and unreasonable economic burden on your operations.
8. The"Summary"section of Items l ^ c ) entitled Requirements for you to renew or extent and l ^ m )

entitledConditionsforouraporovaioftransferwill be amended by addin^thefollowin^lanûaê:
All rightsenjoyed bythe Franchisee andany causesofaction arising in its favorfrom the provisions
of Article 33 of the GBL of the State of New York and the regulations issued thereunder shall
remain in forced it beingthe intent ofthis provision thatthe nonwaiver provisions of GBL Section
6B74and687Shesatisfied
9. i t e m ^ R e n e w a i ^ Termination: The " S u m m a ^

be amended by adding the following language:
The franchisee may terminate the franchise agreement or multi unit development agreement on
any grounds available bylaw.
10. item l^Renewal^ Termination, etcB The ^Summary" section of Items entitled Assignment
ofcontracthyfranchisor,will be amended by addin^the following lanûaê:
Flowever,noassignmentwillbemadebythefranchisorexcepttoan assignee who, in the good faith and

judgment ofthe franchisor,is willing and financially ahle to assume the franchisors obligations under the
franchise or multiunit development agreement.
© 2 0 1 8 C ^ b ^ ^ ^ n c h ^ ^ C
2018rranchi5eOôsureOocom^^
11. Item 17, Renewal, Termination: The "Summary" section of Items 17(w), entitled Choice of law,
will be amended by adding the following language:
The forgoing choice of law should not be considered a waiver of any right conferred upon the
franchisor or upon the franchisee or upon the multi-unit developer by Article 33 of the General
Business law of the State of New York.
WE REPRESENT THAT THIS PROSPECTUS DOES NOT KNOWINGLY OMIT ANY MATERIAL FACT OR
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT.

NORTH DAKOTA
AD05NOUMTODÔSUR50OCUM5NT
1. The l o w i n g language is added to ^

renew or extend and l t e m l ^ m ) e n t i t l e d C o n d ^ o n s f o r our approval ofa
Theexecutionofageneral release upon renewal, assignment or termination w ^

tofranchisesoperatingunderthe North Dakota Franchise Investment Law.
2. Theapplicahle p o r t i o n o f t h e "Summary^sectionof I t e m l ^ i ) entitled Your ohlâtions on

terminationBnon^renewal is amended to read as follows:
If we prevail in any enforcement action vou will oav all damages and costs we incur in
enforcingthetermination provisions ofthe FranchiseAgreement
3. The following is added to the nummary" section of Item 17(u) entitled Dispute resolution hy
arhitration or mediation:
T o t h e extent r e q u i r e d h y t h e N o r t h Dakota FranchiselnvestmentLaw(unlesssuch

requirement is preempted hy the Federal Arbitration Act), arbitration will he a t a s i t e to
which we and you mutually agree.
4. The following is added to the "Summary" section of Item 17(r) entitled Non compe^tion
covenantsafterthefranchiseisterminatedorexpires:
Covenants not to compete upon termination or expiration of the Franchise Agreement

are generally unenforceable in the State of North Dakota except in limited instances as
provided by law.
5. Thefollowing is added to the "Summary" section o f l t e m l 7 ( v ) entitled Choiceofforum:
However,to the extent allowed bythe North Dakota Franchise Investment Law, you may
commenceanycause ofaction against us in any court of competent jurisdiction, including
thestateorfederal courts of North Dakota
© ^ c ^ ^ t ^ r ^ ^ ^ c
2018 Franchise O ^ o s u r e O o c o m e n t - E x h i b i ^
NORTH DAKOTA
1. The following is added to Section 3.2, "RENEWAL" and Section 14 "TRANSFER OF INTEREST":
The execution of a general release upon renewal, assignment or termination will be

inapplicable to franchises operating under the North Dakota Franchise Investment Law.
2. The following is added to Section 17.4, "CHOICE OF FORUM":
However, to the extent allows by the North Dakota Franchise investment Law, Franchisee may
commence any cause of action against Franchisor in any court of competent jurisdiction, including
the state or federal courts of North Dakota.
3. The following is added to Section 16.1, "MANDATORY BINDING ARBITRATION"
To the extent required by the North Dakota Franchise Investment Law (unless such
requirement is preempted by the Federal Arbitration Act), arbitration will be at a site to
which Franchisor and Franchisee mutually agree.
4. Section 18, "ACKNOWLEDGMENTS" is amended by the addition of the following language to the original
language that appears therein to read as follows:
Franchisee acknowledges that Franchisee received a copy of this Agreement, the

attachments hereto, ifany, and agreements relating thereto, ifany, at least seven (7) days
prior to the date on which this Agreement was executed.
5. Section 13.1 (regarding post-term restrictions) is amended by the addition of the following language to the
original language that appears therein:
Covenants not to compete upon termination or expiration of the Franchise Agreement

are generally unenforceable in the State of North Dakota except in limited instances as
provided by law.
By: By:
Title: Title:

RHODE ISLAND
The following language is added to Item 17(v) entitled Choice of forum:
, except as otherwise required by the Rhode Island Franchise Investment Act

RHODE ISLAND
In recognition ofthe requirements ofthe Rhode Island Franchise Investment Act (Section 19-28.1-14), the
parties to the attached Franchise Agreement agree as follows:
Section 17.4, "CHOICE OF FORUM" is amended by adding the following:
§19-24.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a
franchise agreement restricting jurisdiction or venue to a forum outside this state or
requiring the application of the laws of another state is void with respect to a claim
otherwise enforceable under this Act."
By: By:
Title: Title:

VIRGINIA
In recognition ofthe restrictions contained in Section 13.1-564 of the Virginia Retail Franchising Act, the
Franchise Disclosure Document for Club Pilates Franchise, LLC for use in the Commonwealth of Virginia shall be
amended as follows:
The following statement is added to Item 17.h:
"Pursuant to Section 13.1-564 ofthe Virginia Retail Franchising Act, it is unlawful for a franchisor
to cancel a franchise without reasonable cause. If any ground for default or termination stated in the
franchise agreement does not constitute "reasonable cause", as that term may be defined in the Virginia
Retail Franchising Act or the laws of Virginia, that provision may not be enforceable."

2018 Franchise-Disclosure Document - Exhibits
WASHINGTON
A005NOUMTOOÔSUREOOCUM5NT
In recognition o f t h e requirements o f t h e Washington Franchise Investment Protection Act (RCW

I ^ I O O ^ O ) , the Franchise Disclosure Document is revised as follows:
L The following disclosure is added to Item S:
Due to our financial condition, please he advised that we have securedasuretyhond inthe
amount of ^ 0 0 , 0 0 0 t o demonstrate our financial capahilityto fulfill our preopening o b l i g a t e
to franchisees/developers underthe Franchise Agreement and the Development Agreement that
are suhjectto the jurisdiction ofthe Washington Franchise Investment Protection Act, which is on
file with the Securities Division ofthe Washington Department of Financial Institutions.
2. The following paragraphs are added at the end of Item 17:
The state of Washington hasastatute,RCW 19.100.180, which may supersede the Franchise
Agreement inyourrelationshipwiththefranchisorincludingthe areas oftermination and renewal
of your franchise. There may also hecourt decisions which may supersedethefranchise
agreement inyourrelationshipwiththefranchisorincludingtheareasoftermination and renewal
of your franchise
In any arbitration involvingafranchisepurchased in Washington, the arhitrationsiteshallheeither

in the state ofWashington, or inaplace mutually agreed upon a t t h e t i m e o f t h e arbitration, or as
determined bythe arbitrator.
In the e v e n t o f a c o n f l i c t o f l a w s , t h e provisions of theWashingtonFranchise Investment

Protection Act, Chapter 19.100 PCW shall prevail.
A release or waiver of rights executed by a franchiseeshall not include rights underthe

Washington Franchise Investment Protection Act exceptwhen executed pursuanttoanegotiated
settlement afterthe agreement is in effectand where the parties are represented by independent
counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations
periodforclaimsundertheAct, rights or remedies underthe Actsuchasarighttoajurytrial may
not be enforceable.
Transferfees are collectable to the extent thattheyreflectthefranchisoBsreasonable estimated

or actual costs in effectingatransfer.
© 2 0 1 8 C ^ ^ ^ ^ ^ ^ ^ C
2018F^nch^0ôêOocument-Exhibits
WASHINGTON
AM5NOMENTTOFRANCHIS5AGR55M5NTAN005V5LOPM5NTAGR55M5NT
^ recognôo o f t h e requirements o f t h e Washington Franchise investment Protection Act (RCW

19Bt00B180^ the partiesto the attached
Ouetoourfinanciai condition, please he advised that we have securedasuretyhond i n t h e

amount of ^ 0 0 , 0 0 0 t o demonstrate ourf^nanciaic^
to franchisees/deveiopers underthe Franchise Agreement and the Development Agreement that
are suhjecttothejurisdiction ofthe Washington Franchise investment Protection Act, which is on
fiiewiththeSecuritiesOivisionoftheWashingtonOepartment of Financial Institutions.
ThestateofWashingtonhasastatute,RCW15.100.180,which may supersede the Franchise

Agreementinyourrelationshipwiththefranchisorincludingtheareasoftermination and renewal
of your franchise. There may also hecourt decisions which may supersedethefranchise
agreement in your relationship with thefranchisorincludingthe areas oftermination and renewal
ofyourfranchise.
Inanyarhitrationinvolvingafranchisepurchased in Washington, the arbitration siteshallheeither

in the stateofWashington,orinaplacemutually agreed upon atthetime ofthe arbitration, or as
determined bythe arbitrator.
I n t h e e v e n t o f a conflict of laws, the provisionsof the Washington Franchise Investment

Protection Act, Chapter 19.100 RCW shall prevail.
A r e l e a s e o r waiver of rights executedbyafranchisee shall n o t i n c l u d e r i g h t s u n d e r t h e

Washington Franchise Investment ProtectionActexceptwhen executed pursuanttoanegotiated
settlementafterthe agreement is in effectand where the partiesare represented by independent
counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations
periodforclaimsundertheAct, rights or remedies underthe Act such asarighttoajurytrial may
not he enforceable.
Transferfees are collectable to the extentthatthey reflect the franchisors reasonable estimated
or actual costs in effectingatransfer
I N W I T N 5 S S W H ^ O F , e a c h o f t h e undersigned hereby acknowledges having read this Amendment,

understandsand consentsto he bound byall ofitsterms.
^ By:
Title: Title:

Exhibit H
LIST OF FRANCHISEES AND THEIR OUTLETS

AS OF THE ORIGINAL ISSUE DATE OF THE DISCLOSURE DOCUMENT

2018 Franchise 0isc|osure Document- Exhibits
LIST OF FRANCHISEES AS OF DECEMBER 3 1 , 2 0 1 7 3 0 1 * AND THEIR FRANCHISED STUDIOS
Owner First Owner Last

Street City State Zip Studio Phone Studio Email
Name Name
1839 Montgomery
Lir dsay Booker Hoover AL 35244 205-937-7265 [email protected]
Hwy. Suite D
3169 Green Valley €ahabahoiEhtslindsav.booker@cl
Lindsay Booker Birmingham AL 35243 205.777.7976
Road ubpilates.com
707 Richard
Lir dsav Booker Arrington Jr. Blvd. Birmingham AL 35233 205-440-2953 lindsav.bookerfgclubpilates.com
S#106
Montgomer
Cn iR/Lanie Brazell 8143 Vaughn Rd AL 36116 334-603-8055 [email protected]
1
4085 South Gilbert
Road, Shops B -
Chandler^ 85249 480.566^-33-57 temeeiennifer.euzick@clubDilate
Bil /Jennifer Guzick AZ
Guadalupe Sto f
8wm 71-4459 s.com
&m
DCLJg& 3131 S. Market St. magKie.andersonfgclubpilates.co
Anderson Gilbert AZ 85295 480.999.3825
M Suite 103 m
20329 North 59th afFewheadiennifer.marrinan@ c I u
Jennifer Marrinan Glendale AZ 85308 480.372.8100
Avenue Ste A l bpilates.com
111 W. Monroe downtownphoonixiennifer.marri
Jer nifer Marrinan Phoenix AZ 85003 480.372.8100
#128 [email protected]
1354 E Colorado
BaWeyGatze St7l6447 N. GlendaleSco 9±2QS 818.724.99774 GlQndalodon.gatzemeier@clubpil
Re joccoDon €AAZ
meier Scottsdale Rd. ttsdate 85254 80.447.4044 ates.com
Suite A119
18037 Chatsworth Granada (818)210
JacobsBefe 91344 RranadahillsYvette.iacobsigclubpi
th Robert Stfeet9301 E. Shea HUlsScottsda GAAZ ^288480.771.3
ny 85260 lates.com
Unit 104 le 774
8787 N. Scottsdale
Jacobstoe Rd. St6232583© Scottsdalefe 805.556.70704 westlakGvillageYvette.iacobs@ cl u
Reaeft-Keith €AAZ
^ ousand Ooks 85253 80-462-1299 bpilates.com
te&Z
1825 East
949 791
Bil /Jennifer Guzick TemgeCesta costamesaiennifer.guzick@clubpi
GAAZ -7-184480.566.0
1021525'Moso Mesa 92*2* lates.com
335
Vordo Dr. C.
7012 #103 Edingor
•Huntington
GarrisonBe Ave6872 EAST 92547 657,464^6965 Iwfttingtoftbeaekkathv .garrison®
K§ ^ B f ittany BeaehTucso GAAZ
fga SUNRISE DRIVE, 85750 20.428.0130 clubpilates.com
n
#150
4901 Moreno Blvd.
ParkClomo San Diego 92117 858.914.14596 [email protected]
Bo a G M s Suite 2101169 CA
ms Duarte 91010 26.507.5522 m
Huntington Drive
9460MiroMGGO 858 254
Ch js-Corolyn/ SuderDovie Brea-Safl 92136 iir3mesachris.suder@clubpilates
Blvd. Unit P3357 E, CA 3326657-315-
s/ Hoys Diego 92823 .com
Imperial Hwy 9080
Davies/
861 Harold Place, GWa 619-392-
Ga olyn/DavoS HaysCourte 91914 chulavistocamarillo@clubpilates.
StH*e-3Q52360-F VtoCamaril CA 2572(805) 261-
he i/John manche/To 93010 com
Las Posas Road lo 1255
oley

Owner First Owner Last
Street City State Zip Studio Phone Studio Email
Name Name
VenkalGum -S55-2-nd-St,-Suit-e 760-529-
AF etleHema & E-neinitasCa 92024 eêiwta&venkat.ananthan(5)clu b p
aw 210 E Hamilton CA 67Q6408.412.0
Ananthan mpbell 95008 ilates.com
Whitman Ste# 300 130
Dumaw
Af eWe Whitman Blvd, Suite 5 San-Mafees GA 936* 760 201 3070 [email protected]
Dumaw 1820 Marron Road, cQrlsbadarielle.whitman@clubpil
Ar elle Carlsbad CA 92008 760-201-3374
Whitman Suite 100 ates.com
562 E. El Camino
Le Gonzalez Real Sunnyvale GA 94687 408.675.9071 [email protected]
17767 Sontiogo
VWa
AniiLZ TryongWam BW^13920 City 9386i 714.202.64049 villaparktong.truong@clubpilates
PafkChino CA
An honyGWy Center Drive Suite 91709 09.529.1041 .com
Hills
6104010
21612 Piano
Trabuco
m
mty
olyn/DaveG HommottD
avies/Havs Harold Place, Suite
CanyonChul CA
@3S#
91914
949.534.20236
19-392-2572
[email protected]
a Vista
A305
1525 Mesa Verde &m 858-534-
BorgaWegh 92iQZ bankGrshillbrittany.borga^clubpi
Br tlanyMegan Dn£ 2760 5th Ave,
J DiGRoCosta CA 3348949-791-
es 92626 lates.com
Suite 110 Mesa 7184
Jones 730 N. Latoa-Aver Los AngelGS CA 90038 323 771 3701 hollywood@clubpi)otos.com
-1119 S. Hope
G€ # Jones Street Les Angeles €A 900i5 213 204 6900 [email protected]
iTM-West 323-505-
K i âJonc;
StmmblacW Suf»e%10732 PafkCulver CA
980* eeheeafkkatya .strom blad @cl ubpi
4355310.424.5
enej 90230 lates.com
Jefferson Blvd. City 290
Kendall/ 1330 21st Street
Wfda/Rebecca Holden Ste 101 Sacramento GA 95&Wr 916 347 0304 midto\ Hlatestcom
Watson / 33611 Del Obispo keelv.watson(S)clubpilates.com;

Ke sly/Ed Dana Point CA 92692 0
Lombard! St. [email protected]
Watson / 1720 West Sunset
Ke i l v / E d Echo Park CA 90026 323-505-4355 [email protected]
Lombard! Blvd
M fian Hughes 747 Jamacha Road El Caion CA 92019 619.329.1180 [email protected]
8235 Laeuna Blvd.
Br an Holmes Elk Grove CA 95758 916.936.2582 [email protected]
#120
Dumaw
Ar elle 555 2nd St. Suite 2 Encinitas CA 92024 760-529-6706 [email protected]
Whitman
2766 E. BidwellSt.
Br an Holmes Folsom CA 95630 916-597-0799 [email protected]
Suite 100
Ch lis Suder 1313 S Harbor Blvd Fullerton CA 92832 714.519.3841 [email protected]
1354 E Colorado
Re becca Bailey Glendale CA 91205 818.724.9977 [email protected]
StJLuite A
18037 Chatsworth Granada
Ro bert Bereny CA 91344 (818)210-3288 [email protected]
Street Hills
7012 #103 Edineer Huntington
Br ttanv Borga CA 92647 657.464.4696 [email protected]
Ave Beach
Ka ie Mann ' 5907 Severin Drive La Mesa CA 91942 858-531-2348 [email protected]
Vi\ ian Zhang 78-437 Hwv 111 La Quinta CA 92253 760-289-6787 [email protected]

3506 Mt. Diablo
Ja /Darrell Siva/Swift Lafayette, CA 94549 925.900.5788 [email protected]
Blvd., Suite E
30100 Town
Watson / Laguna
Ke ilv / Ed Center Drive, Suite CA 92677 949-257-2292 [email protected]
Lombardi Niguel
B-l
M :hael & 5939 E. Spring
Rubin Long Beach CA 90808 562-521-1800 [email protected]
Ah ssa Street,
1119 S. Hope [email protected]
St* phanie Violas Los Angeles CA 90015 213-204-6900
Street m
11677 San Vicente [email protected]
Jin Griffin Los Angeles CA 90049 424-368-2650
Blvd Ste, 304 m
903 N. Sepufveda Manhattan
Ch is Suder CA 90266 310-921-8004 [email protected]
Blvd. Beach
Watson / 25800 Jeronimo Mission
Ke i l v / E d CA 92691 949-446-8243 [email protected]
Lombardi Road Ste 404 Viejo
5077 Lankershim North [email protected]
Sa kis / Esther Ova kirn ian CA 91601 818-2103422
Boulevard Suite F Hollywood m
Ro ) e r t / 6766 Bernal Ave.
Shiraki Pleasonton CA 94566 925.255.0880 [email protected]
Jes sica Suite 530
13265 Midland
Fe nando Hoyos Road, Suite 130, Powav CA 92064 858-299-6965 [email protected]
Powav, CA 92064
341 E. Alessandro [email protected]
Sh ihin Tehranchi Riverside CA 92508 951.708.3600
Blvd #2G m
1921 Douglas
Re lata and
Lance Boulevard, Suite Roseville CA 95661 916.318.9908 [email protected]
Se in
104
2529 Fair Oaks
Br an Holmes Sacramento CA 95825 916.400.9225 [email protected]
Blvd
Kendall/Hoi 1330 21st Street
Lir da/Rebecca Sacramento CA 95811 916-347-0304 [email protected]
den Ste 101
Re lata and 50 El Camino Real,
Lance San Carlos CA 94070 650-722-4710 [email protected]
Se in #50
Clements/B 4901 Morena Blvd.
Ch is/Brianna San Diego CA 92117 858.914.1459 [email protected]
oos Suite 210
Davies/Hav 9460 Mira Mesa
Ca olvn/Dave San Diego CA 92126 858-254-3326 [email protected]
s Blvd, Unit P
12145 Alta Carmel
Fe nando Ho vos San Diego CA 92128 858.943.4741 [email protected]
Ct, Suite 220
2760 5th Ave. Suite
M Ran Huehesou
110
San Diego CA 92103 858-531-2348 [email protected]
12264 El Camino
De rek Jones San Diego CA 92130 858-531-2348 [email protected]
Real, Suite 201
6690 Mission
Ka ie Mann San Diego CA 92120 619-786-2300 [email protected]
Gorge Road
3959 30th Street,
Ka ie Mann San Diego CA 92104 619-677-1500 [email protected]
Suite 101
1708 Oakland
Ro inie Sarwar Fizzah Raza San Jose CA 95131" 408.359.4484 [email protected]
Road, Suite 200
Dumaw 904 W San Marcos
Ar elle San Marcos CA 97078 760-201-3070 [email protected]
Whitman Blvd. Suite 5
225 Town Center
Ka ie Mann. Santee CA 92071 619-485-1800 [email protected]
Parkway, Suite C

14410 Big Basin
Ken/Jessie Ko/Wu Saratoga CA 95070 669.256.5200 [email protected]
Way, STE E
Re iota and 50 El Camino Real, Sao 650 722
BlooreLaAG 94070 $att€art&sken.bloore@clubpilates.
Se rnKen & #502955 Cochran CarlosSimi CA 4710805.261.1
e 93065 com
All son St #6201 Valley 444
l-&24-£>Guglas
Re 4eta-am# UfveeGonz BewtevafdrSeite ResewHeSun 966% 916^-18.99084 rosevWelewis.gonza lezta c I u b p i I a t
CA
Se mLe'wis alez 104562 E. El nyvale 94087 08.675.9071 es.com
Camino Real
La 858 531
MannTehra D4ve33175 91942 Iamesashahin.tehranchi@clubpila
Ka ieShahin McsaTemec CA 2348951.396.7
nchi Temecuia Pkwy 92562 tes.com
ula 000
SteC
2820 Townsgate
Thousand 619 786
.BgLenyMaft Rd #1076690 9%20 missionvallQvrobert.berenv@clu b
Ka ieRobert QaksSaft CA 3300805.556.7
n Missien-Gofge 91361 pilates.com
Diege 070
Read
3959 30th
Sa* 619 677
HgrnfD.et.tM S#€€t21612 Piano 9%04 north parkTo m. H a m mett @ cl u b p il
En ll^Katio am Trabuco Road,
D+egeTrabuc CA
92679
1588949.534.2
ates.com
o Canyon 023
Suite 401A
225 Town Center
610 485
HammettM ParkwovlSOSO SantooTusti @20% saftteeTom.HammettfSclubpilate
gn il%Katte CA 1800949.529.0
afw Kensington Park n 92782 s.com
704
Dr, Suite GG300
5077 Lankershim
Safe/ North S4S-
Boulevard Suite 91601 [email protected]
fo hefKen & Holly woodV CA 2103422805.85
loo re E4020E.MainSt. 93003 m
All son entura 6.4424
#B-l-2
fce>ert-/ 6766 Bcrnol Ave.
^ 4€a Shiraki Suite 530 Ptoosonton GA 94566 925.255.0880 [email protected]
903 N. Sopulvoda Manhattan manhottanboach@clubpilatos,co
Gh% Sudor aw? Beach GA 80266 310 921 8004 m
1313 S
HammettS Harborl7767 Fullerton 92833 714.519.38412 fuHertonTom.Hammett@clubpila
Gb 4&Emilv CA
Santiago Blvd^ Villa Park 92861 02.6404 tes.com
Suite 610
An W 13920 City Center
Am hony Truong Drive Suite 4010 Chino Mil GA 909.529.1041 [email protected]
27184 Ortega Son Juan
323-774-
Watsoni *4wv7318 Santa Capistrano 92675
Ke lylEd CA 2701949 257 si€[email protected]
Lombardi Monica Blvd. Suite West 90046
2292
286#20 Hollywood
WatsonCle 25800 Jeronimo Mission 949446
Ke JyChris/Bri 92691 mis5ionvioiochris.clement$@club
ments/Boo Rea42?50 Dewey VtejoSan CA 8243619.541.8
an ia 92106 pilates.com
s Rd., Ste 404102 Diego 877
30100 Town
Center Drive, Suite Laguno
Ke Watson S-i NtgueT GA 92677 949 257 2292 [email protected]
3000 E. 3rd Ave,
Mi Pf Busso Suite 20 & 2 1 Denver GO 80206 720-361 9995 [email protected]
2229-W4W€at Hig#lafi<k h\g h I a rvdsrafi€hwest@€liikpila*esr
Mi fy Busso Resepve^Parkway Raneh GO 80429 -720.557.9606 €0m

1 9 3 1 VShopWam
Jef fwfeF Gaf4sefv BWr Edgewater GO 80244 720.44&9777 e#gewatef@GWbpilate&T6em
5W0fth
Ke 4f* iastefty B^vdy-Suito F Lokowood €0 8022* 730 789 l O H Wmaf@e!tibpWate5TGem
4-1757-West Kern
G-afyl-Avenue -Suite ;
Ke E-aster4y G titttetGft GQ 881-27- 728^7^7285 k e n e a r y l ^ e l t i b p i latesrGbm

TOO Kon Pratt
LonRmemtBo SOSOi 720.442.8385; t e f t g m e n t j oe.hendricks @ c I u b p i I a
Jo Hendricks Bou]evafd2850 CO
uMer 80303 675-9435 tes.com
Baseline Road
1203 T o w n C o n t c f
Aftmnda Gemee Drive, U n i t 107 Jupiter ft 33458 561 449 8161 obacootgkilubpildtes.com
Mafia W - S W 1 0 t h Ste
Ta V\a Peck Gutierrez #103 786.509.9831
Miami aawo [email protected]
2960-SbaWewfefd
phonic WWe R4-tmQ Marietta GA 30066 678.647.6220 e a stCGbb<aGkA#ate&€em
2047N.CIybourn
Afe^y Pholp; Ave Chicago Uz 60614 312.734.1069 [email protected]
24S2-€^r46th
Ra p h - / 4 u f e T-hor-pe Street Carmel 46833 317) 565 4828 €3r-mel@€lub|3+!ates^©fn
m
Overland
Andfea G#eW 6 6 0 1 W 1 1 9 t h St Park K& 66209 913.562.9570 [email protected]
454 B Governor Sovcrna
La H3 Cutcholl Ritchie H i g h w a y Pad* MO 24446 410.648.4400 [email protected]
2 6 6 1 Riva Road Sto
La- wa Cutcholl 626 Annapolis MO 24404 240.32/1.7474 [email protected]
3 9 7 9 9 G r a n d Rivor
Kfi tern Cronin Avenue Nevi
m m7& 248 410 7700 [email protected]
34255 Southficld
Kf iteR Cronin Read Bcvorly Hill; Ml 48025 248.878.9905 [email protected]
11660 Fountains Maple
Bf to Of Gfeve MN 55869 [email protected]
122 HiMtown
Afl^fea Schade Villago Center Chostorfiold MO 630i? 636.556.0526 [email protected]
1707 W . Ook
44e Thomison Street, Suite C 406.404.1922
Bozeman
m $ms [email protected]
Dimitrios/
Helen/
Aflgolis / Arnold/
Amy 225 Broad A v e Westfiold 07098 908.233.0950
m [email protected]
875 Route 1-7
S o u t h , Ramsey
iei Mokray Center Ramsey 07446 551.264.9222 [email protected]
m
ion / Chris Saeka
m Wyckoff
m 074% !01.447.2500 [email protected]
437 Old
M sen Warner U n i t ff5 Emerson 201.949.7222
m [email protected]
6815 Sierra
Centef636Q 775 298
B„C)jrcegQBea RemeCastle 895-14 fenegeorge.borregoigclubpilates.
Promenade NVCO 4678720.575.7
Juj oAllison ftWey Rock 80108 com
Parkway, Suite 5 0 0 185
U n i t 120
8665 W . Ftammge
Vktoria/Emil Aeehestet fid.. Suite 118 - Los Vegas NV 89447 | 702 608 1396 spf+fy bGG.com

10525 S. Eastern
Vk tema/BmH Rechcstor- Ave. Ste 140 Henderson NV &@G52 hendcr50n<S)clwb#atGS.com
12305 SW-Hemzem
Da ^-/-Detem Wynkoop Blvd Suite J207 Beaverton OR WOO? (503) 605 1453 pfegfessAdgejaeWbpWateMem
6300 PoplarAve
Ta a-&-PhWp Barnes Ste-10-3 Memphis TN 3814-9 96k64&S654 EastMemphn sêJu-kptlates-reo-m
Fichoud/ 7316 Louctto Road
Gh is / Susan Bryon #8302 SM"e 77379 (281)607 2485 [email protected]
Sw am Mortinoz Road620S Lakoway W38 575.937.0479 lakowav@clubpilatesT€em

Sefot/Elioo/No Pen tone/ 14129 Memorial
te Wtmt Drive Houston TX Tvm 281.6613114 [email protected]
Se >tt/Eliso/No Pontono/ 10705 Spring
te Htmt Green Blvd., tf200. Katy TX 77494 832.913.1S47 [email protected]
43670 Groenwoy
Ry Ask Gorporato Drive Ashburn VA 20447 7Q&82&@7% ashWrnêWWilotcsêm
Nf 44 Adams 143 106th Ave NE Bollovuo WA 88084 153 709 1446 [email protected]
Adams 124 4th Ave South Kerrt WA 98932 253.709.1446 kent@6lebpilate5?€0m
6077 W. Moquon
M< gam R4 Moquon 53092 414 939 3644 [email protected]
tinnon m
marv.bussefSclubpilates.com;
3033 E 1st Ave
M< ry Busse Denver CO 80206 720-233-1352 drew.macdonald(5)clubpilates.co
Suite 102
m
1931-V Sheridan
Jer nifer Carlson Edgewater CO 80214 720.446.9777 iennifer.carlson(S>clubpilates.com
Blvd.
7600 Landmark Greenwood
Ke fin Easterly CO 80111 720-546-2100 [email protected]
Way, Suite B-106 Village
2229 Wildcat Highlands
mry Busse
Reserve Parkway Ranch
CO 80129 720.557.9606 Brian. busse(5)clubpilates.com
437 S Wadsworth
Ke tin Easterly Lake wood CO 80226 720-789-1011 [email protected]
Blvd, Suite F
11757 West Ken
Ke An Easterly Caryl Avenue, Suite Littleton CO 80127 720.579.7285 [email protected]
G
700 Ken Pratt
J0( Hendricks Longmont CO 80501 720.442.8385 [email protected]
Boulevard
14336 Lincoln [email protected]
Eli abeth Boselli Thornton CO 80023 720-441-4559
Street m
1063 Boston Post
Sc. >tt Ackerman Darien CT 6820 203-439-4670 sco'[email protected]
Road
7050 W. Palmetto
Ke JY Kennedy Boca Raton FL 33433 561.717.2120 [email protected]
Park Rd #49/50
Kilcullen/ 5408 Lockwood
Pe e r / G a r v
Keith Ridge Rd
Bradenton ft 63385 636-856-5270 [email protected]
Inr etta and Coral [email protected]

Dziugelis 4388 N. State Rd 7 FL 33073 954-507-4633
Au rimas Springs m
14035 Beach Blvd.
Ric k & Dawn GrahaS,' Jacksonville FL 0 904-289-8300 [email protected]
Suite G
1203 Town Center
An anda Gomez Jupiter ft 33458 561-449-8161 [email protected]
Drive, Unit 107

Maria 117 SW 10th Ste
Ta lia Peck Miami FL 33130 786.509.9831 brickell(6)clubpilates.com
Gutierrez #103
875 North Alafava
He ath Johnson Orlando FL 32828 407.204.9501 [email protected]
Trail
Elgarresta / Pembroke
Ed / Christina 14954 Pines Blvd FL 33027 954-500-2582 ed.elRarresta(a)clubpilates.com
Harper Pines
Mochon /
Da tiela / 16850 Collins Ave Sunnv Isles daniela.mochon(S)clubDilates.co
Rosenteber FL 33160 786-765-4646
He racio #113D Beach m
S
938 South Howard
Jin Griffin
Ave
Tarn oa a 33606 813-607-2990 iim.eriffin(S)clubpiiates.com
13158 N Dale
Na than Philyaw Tampa FL 33618 813.773.3880 nathan.philvaw(5)clubpilates.com
Mabrv Hwv
28249 Paseo Drive Weslev
Na than Philvaw FL 33543 813.607.6655 [email protected]
#190 Chapel
13848 Tilden RD Winter
Ch is Wilson FL 34787 407-890-5344 [email protected]
Ste 130 Garden
1222 N.Orange [email protected]
Ch istine Goldman Winter Park FL 32789 407.960.7042
Ave. Ste B om
3005 Old Alabama
M rk Worlev Alpharetta GA 30022 678.919.8733 [email protected]
Rd
Mi ik Worlev 7160 Avalon Blvd Alpharetta GA 30009 678-996-5336 [email protected]
2391 Peachtree Rd,
Ke len Stennett Atlanta 30305 470.885.0623 [email protected]
NE Suite B3AB
5001 Peachtree
Ke len Stennett Chamblee GA 30341 (678)996-1988 [email protected]
Blvd Suite 630
2960Shallowford
Ste phanie Little Marietta GA 30066 678.647.6220 [email protected]
Rd #200
Tavlor/Oliv 1428 Towne Lake
Pa Ke/Andrew Woodstock GA 30189 770-400-9557 [email protected]
er Pkwv., Ste. 104
3130 E. State St.
Hit l u & T h v Le Boise ID 83616 208-912-0071 [email protected]
Suite 115
2047N.CIvbourn
Ab 21 Phelps Chicago IL 60614 312.734.1069 [email protected]
Ave
All son &
Smith 277 Roosevelt Rd. Glen Elyn IL 60137 630.403.8058 [email protected]
Aa on
1849 Green Bav Highland
Jar et Asburv IL 60035 224.707.0171 [email protected]
Road, Suite 109 Park
2695 Forgue Drive,
Eri - Smith Naperville IL 60564 331-401-5788 [email protected]
#109
3065 N.Perrvville [email protected]
Stt ve & Robin Schlichting Rockford IL 61114 815.860.0710
Rd., Ste #147 m
2482 E. 146th
Ra ph /Julie Thorpe Carmel IN 46033 317)565-4828 [email protected]
Street
2727 East 86th
Ra ph/Julie Thorpe Indianapolis IN 46240 317.927.8750 [email protected]
Street, Suite 145
Overland
An irea O'Dell 6601W 119th St KS 66209 913.562.9570 [email protected]
Park
4600 Shelbwille
In d Rvser Louisville KY 40243 502-907-1577 [email protected]
Road, suite 104
De nise LeBrun 2513 Meter ie Rd Meta ire LA 70001 504.484.9650 [email protected]
.©2018 Club Pilates Franchise. LLC

ci- •istopher / Trauzzi / 43 Middlesex
Burlington MA 1803 781-300-7525 burlingtonCSclubpilates.com
M liie Hard Turnpike, Unit 12
M <e &
Miller 25 Prospect St Framingham MA 1701 774.999.0209 [email protected]
Ta nmv
M ce&
Miller 389 Revolution Dr Somerville MA 2145 857-997-2580 tammv.miller(5)clubpilates.com
Ta nmv
2661 Riva Road Ste
La ira Cutchal! Annapolis MD 21401 240.324.7474 Laura.cutchall(5)ctubpilates.com
625
4959 Westview Dr.
Ja & Chuck Grover Frederick MD 21703 301-304-4880 [email protected]
Suite D
Kay/ 100 Shawan Rd.
Ka la / Liana Hunt Valley MD 21030 443-541-5505 [email protected]
Bateman Suite C
10209 GRAND
Kay/ Ownings
Ka la / Liana CENTRAL AVE., MD 21117 443.541.5424 [email protected]
Bateman Mills
SUITE 110
454 B Governor Severna
La ira Cutchall MD 21146 410.648.4400 [email protected]
Ritchie Highwav Park
3372 Washtenaw
Ni k VoRel Ann Arbor Ml 48104 734.887.1938 [email protected]
Ave
31255 Southfield
Th >mas Babineau Beverly Hills Ml 48025 248.878.9905 [email protected]
Road
47484 Grand River [email protected]
Th )mas Babineau Novi Ml 48375 248-410-7700
Ave m
11660 Fountains Maple
Br mt Ras MN 55369 763.219.4880 [email protected]
Dr Grove •
SU ve & 14010 Highwav 13
Bounds Minneapolis MN 55378 952.777.5905 [email protected]
An ie\a South
Ste ve & 17760 MN-7,
Bounds Minnetonka MN 55345 952-777-4440 [email protected]
An ela Minnetonka
3570Vicksburg
Br int Ras Plymouth MN 55447 763r390-7933 [email protected]
Lane, Suite 400
4717 N. Highway White Bear
To )her Nelson MN 51110 651.505.4200 [email protected]
61 Lake
9000 Hudson Rd
Da /id Kodet Woodbury MN 55125 651-323-1134 [email protected]
#602
122 Hilltown
An irea Schade Chesterfield MO 63017 636.556.0526 [email protected]
Village Center
2535 S. Brentwood
An drea Schade St Louis MO 63144 314.441.5855 [email protected]
Blvd
Jer nifer / Devers / 1894 Wentzville
Wentzville MO 63385 636-856-5270 [email protected]
Pa ricia McKelvev Parkwav
1707 W. Oak [email protected]
As ilie Thomison Bozeman MT 59715 406.404.1922
Street, Suite C m
Da vid / Jon / Schuck/Smi 1800 E. Franklin
Chapel Hill NC 27514 919.781.8089 [email protected]
Jo. th/Rueeieri • Street #9
2211 Matthews
Jul e & Paul Harrington Township Pkwv, Matthews NC 28105 (704) 594-5670 [email protected]
Unit 9
146 Mooresvilfe
Pennvpack [email protected]
Jof n Commons Wav Mooresville NC 28117 980.260.0000
er om
Unit 25
Da / i d / J o n / Schuck/Smi 9400 Falls of Neuse
^Ra^h NC 27615 919.670.3077 [email protected]
Jot th/Ruggieri Rd

1121-F Military
St ve & Mindv Agnoff Wilmington NC 28405 910.408.2630 [email protected]
Cutoff Rd.,
437 Old Hook Road
Al ion Warner Emerson NJ 7630 201.949.7222 [email protected]
Unit #5
19 W. Palisade
Sc >tt Untener Englewood NJ 7631 201.568.1700 [email protected]
Ave.
Ca oline &
Collins 53 Main St Madison NJ 7940 973-765,6260 [email protected]
De mis
West Grand Ave
Al son / Chris Sapka and Mercedes Montvale NJ 7645 201-822-5260 [email protected]
Drive
875 Route 17
Jo, n Mokrav South, Ramsey Ramsev NJ 7446 551.264.9222 [email protected]
Center
Ca oline & 770 Morris
Collins Short Hills NJ 7078 973.710.4755 [email protected]
De mis Turnpike
770 Bloomfield West

Ric hard Uku NJ 7006 973-787-9074 [email protected]
Ave., Caldwell
West New
Err ese Horvath 45-4RiverwalkPl., NJ 7093 201.875.1550 [email protected]
York
Dir litrios/Hele
Aneelis /
nl DeGarcia
225 Broad Ave West field NJ 7090 908.233.0950 [email protected]
Ar lold/Amv
All son / Chris Sapka 525 Cedar Hill Ave Wvckoff NJ 7481 201.447.2500 [email protected]
11000
Albuquerqu
Br an / Jessica Rule Monteomerv Blvd NM 87111 505-395-9511 [email protected]
e
NE, Ste 3
10525 S. Eastern [email protected]
Vk toria/Emil Rechester Henderson NV 89052 702.907.2758
Ave. Ste 140 om
5060 S Fort Apache
Vic toria/Emil Rechester Las Vegas NV 89148 702-608-1396 [email protected]
Ste 115
7460 W Lake Mead
Vic toria/Emil Rechester Las Vegas NV 89108 702-979-2422 [email protected]
Blvd..#El
6815 Sierra Center
All son Beardslev Reno NV 89511 775-298^1678 [email protected]
Parkwav, Suite 500
1620 RobbDrSte
All son Beardslev Reno NV 89523 775-525-0549 [email protected]
Cl
2453 Winefield
All son Beardslev Hills Road, Suite Sparks NV 89436 (775) 737-3322 [email protected]
130
875 Saw Mill River
He ather Rhyu Ardslev NY 10502 914-292-1292 [email protected]
Rd
Isa 3C Chu 181 Pacific St Brooklyn NY 11201 718-635-1699 [email protected]
6226 Jericho
Da vid Wolk Commack NY 11725 631-600-3072 [email protected]
Turnpike
Sa ah Gevinski 30 E Main St Mount Kisco NY 10549 914.362.8414 [email protected]
3
365 Central Park
He ather Rhyu Scarsdale NY 10583 914.449.4411 [email protected]
Avenue
12088
Bo b Pallatroni Cincinnati OH 45249 513.766.9008 [email protected]
Montgomerv Road
Cu rt Clark 9130 S Sheridan Rd Tulsa OK 74133 918-770-7391 [email protected]

12305 SW Horizon
Dc i / Debra Wynkoop Beaverton OR 97007 (5031605-1453 debra.wvnkoop(S)clubpilates.com
Blvd Suite J207
7515 SW Barnes
Sc . t t & M i s t v Sander Portland OR 97225 971.249.8555 [email protected]
Rd. Ste 102
Koster/Oliv 222 East Main
M rco/Carla Collegeville PA 19426 484-284-8004 carla.olivaOciubpilates.com
ia Street #012
Ra i d v &
Loneo 215 Lancaster Ave Frazer PA 19355 484.787.3905 [email protected]
M rgaret
M rhael & 5009 S. Western [email protected]
Safranski Sioux Falls SD 57108 605.68.6556
Tr :ia Ave Ste 220 m
217 Indian Lake Hendersonvi
To n Fielder TN 37075 615.270.2470 [email protected]
Blvd. Ste. 1002 lie
6300 Poplar Ave
Ta a & Philip Barnes Memphis TN 38119 901.646.5054 [email protected]
Ste 103
4326 Harding Pike,
To n Fielder Nashville TN 37205 615.988.4488 [email protected]
Suite 105
Th iresa &
Fraser 2712 Bee Cave Rd Austin TX 78746 512.515.1440 [email protected]
Gl nn
Hernandez/ 5001 183AToll [email protected]
He :tor / Mollv Cedar Park TX 78613 512.399.5212
Lindner Road Suite G400 m
Fichaud / 9955 Barker
Ch is /Susan Cypress TX 77433 832-653-9419 [email protected]
Brvan Cypress Ste 215
4701Collevville
To id & Debi Martin Dallas TX 76034 817.409.6970 [email protected]
Blvd. Ste 430
1221 Flower Flower
Bo )bY Springer TX 75028 817.668.0108 [email protected]
Mound Rd Ste 320 Mound
2317 North Tarrant
To id & Debi Martin Fort Worth TX 76177 682.312.6030 [email protected]
Parkwav, Suite 423
Ch is and 6959 Lebanon
Buck Frisco TX 75034 469.701.1252 [email protected]
Na thalie Road, Ste 121
2540 Justin Rd. Highland
To id & Debi Martin TX 75077 972.597.4275 [email protected]
Suite 177 Village
Sa >tt/Elisa/Na Pontone/H 14129 Memorial
Houston TX 77079 281.661.3114 [email protected]
te unt Drive
2323 Clear Lake [email protected]
De ma / Rick Schriever Houston
1 1 t_f 1 1 TX 77062 8^2-^84-4120
03£ UOH HJ-Û
Citv Blvd, Suite 183 m
16430 W. Lake
Da liela &
Wells Houston Pkwv., Houston TX 77044 832.779.2622 [email protected]
Da rid
Suite 300-
4000 N. MacArthur
To dd & Debi Martin [rying TX 75038 469.214.4822 [email protected]
Blvd. Ste #A122
Sc. )tt/Elisa/Na Pontone/H 10705 Spring
Katy TX 77494 832.913.1847 [email protected]
te unt Green Blvd.. #200,
2951 Ranch
Su an Martinez Lakewav TX 78738 575.937.0479 [email protected]
Road620 S
3300 East Broad St
La ice & Sara Becker Mansfield TX 76063 817-592-2555 [email protected]
#130
9245 Virginia [email protected]
Joi i & Shahid Mehmood McKinnev
I V I L I M I II 1 t V TX 75071 g72-R3R-SSSR
Pkwv, Suite #200 ZJjh....9.-?.9...J£?.g. m
1935 W State Hwv New
La ce & Sara Becker TX 78132 830.632.9666 [email protected]
46, Suite 104 Braunfels
Fichaud/ 7316 Lou etta Road
Ch is/Susan Spring TX 77379 (281) 607-2485 [email protected]
Bryan #B302

Br !t Go wens 3157 Highway^ Sugar Land IX 77478 281.369.4977 [email protected]
M (e&
Edmonds/ 530 W 500 S Suite
Be :kv/Scott & Bountiful yi 84010 801-317-1766 mike.edmonds{S)oluboilates.com
Miller D
Ka ie
M ce&
Edmonds/ 1881 W. Traverse
Be ;kv/Scott & Lehi UT 84043 385-831:7077 [email protected]
Miller Parkwav, Ste B
Ka ie
M <e&
Edmonds/ 1140 E. Brickyard Salt Lake
Be :kv/Scott & UT 84106 801-939-2300 [email protected]
Miller Rd.#30 City
Ka ie
2079 East 9400
Tr; vis/Heidi Sanger Sandy, UT 84093 385.800.3220 [email protected]
South
-••
1101,5. Joyce St.,
Mi :haei Grams Arlington VA 22202 571,429-4690 [email protected]
Suite B14
43670 Greehwav
Ry m Ask Ashburn VA 20147 703.828.0779 [email protected]
Corporate Drive
47100 Communitv
Vir ce Black SterMng VA 20164 571-525-2282 [email protected]
Plaza #130
Ni ki Adams 143 106th Ave NE Bellevue WA 98004 253-709-1446 [email protected]
Ni ki Adams 124 4th Ave South Kent WA 98032 253.709.1446 [email protected]
133'82.Newcastle
Ni ki Adams Newcastle WA 98059 253-499-2233 [email protected]
Commons Dr
15782 Redmond [email protected]
Sh ?etal GuttiRoli Redmond WA 98052 (425) 200-4173
Wav m
.6077 W. Mequon
Mf gan Sinnen Mequon WI. 53092 414-939-3644 [email protected]
Rd
Nc than &
Baldwin 390 S Grand Ave Sun.Prairie WI 53590 608-371-1901 "[email protected]
Eri :a
6929 W. North [email protected]
Ro ]ert & Beth Tsuchivama Wauwatosa WI 53213 414-395-1122
Ave. om
#-
©2018 Glub Pilates Franchise. LLC

FRANCHISEES THAT HAVE SIGNED FRANCHISE AGREEMENTS BUT ARE NOT YET OPEN
AS OF DECEMBER 31, 20173044 (INCLUDING DEVELOPERS THAT HAVE NOT YET OPENED THEIR FIRST STUDIO)
First Name Last Name Phone State
(205) 451 2482(334) 538-

LindsavCraig/Lanie BeekerBrazell 8102 AL
Qeug & Maggie-Keith AndersonJacobs 480.388^852372.4692 AZ
520.444.0163(218) 349-
PeterKa$bv HansenGarrison 9728 AZ
Don & Emma Gatzemeier 602.663.2049480.795.3357 AZ
Peter & John Hansen (218) 349-9728 AZ
480.826.4181;
Bill & Jennifer Chris / Angela Gage Guzick 480.695.7116 226-1770 AZ
910 274 8201(562) 210-
BoraKe&b Park^weW 0300 AZCA
MarrinanWatson /
JemwferKeely / Ed Lombardi (619) 200 29920 A2CA
Jerry & Melissa Miller (510) 578-8593 CA
Lois Campton (415) 722-8690 CA
Robert / Jessica Shiraki 925 854 5500 CA
Amit & Seema Srivastava 0 CA
Sarkis/ Esther Ovakimian (661) 977-6622 CA
Bill & Beth Georges (888) 888-8888 CA
Cynthia Tortolani (949) 346-9794 CA
Steohanie Violas (213) 204-6900 CA
Savannah & Maya Castro (206) 852-6331 CA
Jon & Mary Anne Mueller (661) 302-5163 CA
Julianno (Juli)Fernando Attaway Hoyos (619) 348-589±831-1085 CA
Rebecca Bailey (323) 898-8244 CA
Ken & AllisonJerry & Melissa MillerBWm 818.917.81140 CA
Barrel Swift Thomas /
.fir J-aftani-(Jan)-Siva-Joni / Tiffany Davis 520.289.0439310-844-1860 CA
Fizzah
AemnieSarwaf-Chris/Brianna RazaClements/Boos 615.361.1690858.914.1459 CA
iim Gf+ff+n 224.436.0647 GA
Emily Hommott (626)233 9220 GA

Bfta* Holmes 661.332.3233 GA

FemaWe H&yoi 619.831.1086 GA
Mega* Hughe* 619 204 9090 €A
916-205-1470; (916)990-
Ufida/Re becca Kern tBailev 4224(323)898-8244 CA
408.641.1511(818)900-
Kefl-&4essieRobert Ke-&-WuBerenv 2670 CA
Renata and Sean Lance (650) 759 32830 CA
510.919.4484(818) 675-
Jef-py-gt-MefesaSarkis / Esther MiWefOvakimian 5061 CA
Chandra Mohan 408.887.0000 GA
Bora Park (213r]_840T2203
:
CA
510.739.0836(949)466-
Johrmv-&-Ron nieB ra d ftengStevenson 8889 CA
NaWieRenata and Sean PeieWLance 650.302.1285843-800-8991 CA
562.754.4204(916) 900-
Michael & AWssaKatie RebmSmith 6473 CA
Robert & JoGsicaMary BusseShiraki 650.766.59000 CACO
408.202.9619(719) 481-
Amit & Sooma Josh & Elizabeth SrivostavQCavanaugh 5797 GACO
Jordan&aWa DurandStromblad 818.257.3047970-300-9707 GACO
Oms (760)908-9257 GA
Shahin Toranchi 951.237.2379 GA
Jonj-Z-Tif-fany Thomas / Davii 773.320.0921 GA
Shcri Tooloy 818.384.3035 €A
Amy-& Anthefty Truong 949.278.7719 OA
Hema & Anathan Veokat 208.863.0943 €A
Kcoly/Ed Watson / Lombardi (619) 261 5808 €A
&ms Clements 619 203 8538 GA
ElizabethG«efge=&=k BoselliDorroRo 720.278.3084 441-4559 CO
Mary Busse (760) 801 94160
Kevw-Elizabeth EasteriyBoselli 760.845.5686720-441-4559
3G3_513_44@S720-699-
JoeBrianna / Michelle HendricksOlson/ Doyle 8900
917.692.8894(203)659-
SeottKevin AckermanFay 0090
Jim Griffin (727) 550-0100
Kelly Kennedy (305) 389-5399
Joy Smith 561-208-1233
Shaun/Zach York/Schlobohm? 813-540-2425
Steve/Shannon Abbe/Willits 239-603-7300
Jamie Sackett 786-233-5187
ElfiaresstaElgarresta / 305.606.6198(954)280-
Ed / Christina Harper 2582

^3-^2-31^262(954)882.988
€hristineTeresa & Alan GoldmanMaddocks 7 FL
GfatomKitchen/Erickso 210.559.1732(813)563-
ftiek-&~&awf> Kim/Joe n 5353 FL
Heatk-Peter/Gary WmeemKtlcullen / Keith 541-567-6128 FL
KeWy Kennedy 305.389.5399 Hr
Maria Isabell / Tania-Peek Ma4a-Gutierrez / Peck i786r34&3-5-72) 577-9651 FL
Mochon /
Doniola / HoracioTara RoscntRbGrcClivio 786^30^^9) 360-6780 FL
NathonChristine PhilyowGoldman 904.635.0298407-574-6900 FL
tefflfeFelipe/Adrian SaskettWance / Puppin 305.301.2050954-237-3737 FL
732.803.0226(727) 210-
ChrisWayne WfeewStewart 5365 FL
503.780.6302(614)309-
Shoctal and SandoopAdam DwbeDeutsch 9890 6AFL
Felipe / Adrian Wance / Puppin 954-544-0609 FL
828.925.3263(770) 299-
Mandy Ledford 9513 GA
404.456.4110678-310-
KeUenNicole StennettHarman 1020 GA
Jack/Teresa Devos 770-573-0241 GA
MafkSekhar WorleyRebala 678.488.0785 596-9408 GA
Hiou & Thy te 208.890.1770 m
Laura Louis 12084841^0247 ID
JaftetNathan & Erica M k w y Bald win 773.983.8165312-800-8467 IL
Eric & Kristin Kohn 630-538-7235 IL
Pradnya Kulkarni 224 377 0305 IL
312.399.3256773- 789-
Abby Phelps 7507
815.985.1337(773)580-
Stove & RobinEric & Kristin SchlichtingKohn 9602
630.337.6350(773) 562-
Allison & AoronLarry/Crystal SmttttLondon 0125 IL
Eric Smith 630.362.9593tfN/A IL
Michael & Anjelica Schuda (630)333-3184 IL
317.696.4600(812)431-
Ralph / JulioJeff / Bussie ThorpoCox 7251 IN
Fred Rvser 502-907-2364 KY
Mike fe-TammyChristopher / 860.817.8995781-342-
Mariie MiWefTrauzzi/ Hard 0401 MA
(617) 755-
Laura CutchallPoltard 5853 MDMA
Jan & Chuck Grover 240.578.0093 MD
W Horan 845.764.1943 MD
•Kprlp / Liana Kay / Bo torn an 717.825.6150 MD

2018 Franchise. Disclosure Document - Exhibits
Kriston Cronin !4S 410 4259 M4

N4ek Vogol 989.992.84; M4
Steve & Angela Bounds MN
David Kedet 612.877.0764 MN
Tophof Nelson 612.723.6075 MN
BfCAt Ras 612.385.0588 MN
Amdfea Schado 77-5^7i-9606 MQ
Wm Ponnypackor 980.210.179; m
David / Jon /Wee Schuck/Smith/Ruggieri -&&&4G4r78% m
Doug Harris 704.491.6717 m
Aloshka Clovoland 828 774 9405 NC/SC
CorofinG & DonnisJenn if er €eWmsPeterson m7JmS%±&) 573-6971 WMA
AnRolis / DoGarciaJeff / Dimitrios/Belef*-/ '(508) 981-

Michaela Arnold/AmyBruce 8181 N4MA
Ernes e Horvath 770.910.2934 m
201.916.3359;
Allison / Chri! Safika 973.951.2074 m
RiebafdJennifer WWPeterson (917,670^96) 573-6971 mw\A
914.261.1219(857) 488-
ScottTim UntonorDav 0989 mMA
775 298 1678(301) 275-
Attis&flMaritza BoardsloyCarnegie 4006 NVMD
Victoria/Emii Rechester (323) 899 7083 NV
kaae OH* 646.610.0389 m
Gevinski 646.425.8244 m
Louisa Goldenberg 646.729.32-30 m
David to 646.379.0824 m
Hoathor Rfcyy 310.972.8786 m
David Welk 914.260.7489 NY
Beb Pallatroni 513.225.4475 OH
Gwft Îjpl^ 918.740.0777 OK
Scott & Misty Sander 971.998.0279 OR
Don / Dobra Wynkoop 503-720-9556 OR
Tora & Philip Barnes 901.628.8004 m
Tom AeWef 615.579^070 TN
Lanco & Sora Becker 512.787.3703 TX
Ghf45-and-Nat-hal4e Bwek TX
Jvan Gangs &3^&6&597& TX
Chris & Susan Fichaud / Bryan 713-254 0213
Theresa & Glenn Prosor 858.750.8595
Bfet Gewem; 832.659.4501 TX

Hector/Molly Hernandez/Lindner 512.593.3652 TX

Pam Hoslop 28^497.4557 TX
Todd & Debi Martin 972,977.7277 TX
Jodi & Shahid Mehmood 682.553.8173 TX
Scott& Elisa/Noto Pontono/Hunt (858) 212 6787 TX
Dclma/Rick Schriever 281.840.0864 TX
Bobby Springer 645^68^432 TX
Daniela & David WeWs 832.923.0228 TX
Mike-ft-Becky/Scott & Karie Edmonds/M-Wer- 901.707.5630 WT
Travis/Hoidi Sanger 701-^66.5036 .yr
Vincc B*aek 703.307.9085 VA
Michael Grams 703 949 0378 VA
mki Adams (253)709 1446 WA
Sh octal Guttigoli 42&&29T8733 WA
Nathan & Erica Baldwin -608.609.5152 WI
Megan Sinnen (414) 315 5765 WI
Robert & Both Tsuchiyamo 404.307.5634 WI
Kevin Swingler (301) 379-3998 MD

Thomas Babineau (313) 410-0901 Ml
Steve & Angela Bounds (952) 467-8727 MN
Tooher Nelson 651-383-4640 MN
Steve & Mindv Agnoff (9101260-5511 NC
Doug Harris 0 NC
David / Jon / Joe Schuck/Smith/Ruggieri (707) 559-9110 NC
David / Jon / Joe Schuck/Smith/Ruggieri 919.670.3077 NC
Kevin & Hadlev Cropp (919) 593-0337 NC
Jav & Angelia Froscheiser 402-885-9409 NE
Derrick VerMaas (402) 880-9462 NE
Em ese Horvath 201-839-6648 NJ
Gary Laden 732-639-1046 NJ
Brennan Davis 732-984-9696 NJ
Scott Untener 201-588-5403 NJ
Richard Uku (917) 670-7396 NJ
Cathy/Allison Andricsak / Massa 0 NJ
Alison Warner 973-846-4956 NJ
Allen & Pamela Rosenbluth (516) 432-7704 " • NJ
David Guirguess . (201) 341-9001 NJ
Steven Burd (609) 610-8007 NJ
Weslev Kim (424) 653-8586 NV
©2018 Club Pilates franchise. LLC

David Lo 516-654-6938 NY
Jim / Kristv Grassi 516-366-1700 NY
Louisa Goldenberg (718)701-0109 NY
Mark Lefkowitz (845) 608-8280 NY
Julie Karickhoff (949) 346-9794 NY
John / Renee Yane/Barletta (917) 697-5173 NY
Anita Gage 440-703-6077 OH
Anita Gage 440-201-7064 OH
Jeff & Lisa Shumwav (937) 365-2929 OH
Jim & Dianne Sapitro (440) 665-7941 OH
David & Janelle Creecy (405) 257-0025 OK
Allie Webb (405) 306-2815 OK
Alvssa McCartney (971) 236-7634 OR
Scott & Mistv Sander 205-440-2953 OR
Alvssa McCartney (503) 740-5025 OR
George & Kris Waller (610) 200-5591 PA
Trev & Christina Johansen 412.278.7435 PA
Michael & Autumn castiglione/Adamiak (878) 332,2311 PA
David/Mari Jo Schlosser 412-212-1169 RA
Jay Wisler (484) 885-6860 PA
Trev & Christina Johansen (412) 606-6507 PA
George.& Kris Waller (610) 613-8380 PA
Jim / Pattv Garrett (603) 491-7240 SC
Jim/Pattv Garrett 843^800-8986 SC
Jim / Pattv Garrett 843-800-8990 SC
John Pennypacker (980) 240-1792 SC
Henry Keen (704) 614,3532 SC
Michelle Stephens (512) 563-8040 TX
Daniela & David Wells (832) 592-7953 TX
Theresa & Glenn Fraser 512-212-7525 TX
Lance & Sara Becker 866-808-1212 TX
John Mullins (281) 354-6166 TX
Bobby Springer 817-668-0011 IX
Scott/Elisa/Nate Pontone/Hunt 0 TX
Ivan Canga (832)868-5973 TX
Chris and Nathalie Buck 0 TX
Nicole Wafford (281) 733-2203 TX
Kendall Howard 0 TX
Bret Gowens (832) 659-4501 TX
Pam Heslop (281) 497-4557 TX
Krista McClure (801) 360-8542 UT
Brvan Burleigh 804-250-5170 VA

2018 Franchise Disclosure Document- Exhibits
Joe Celia 757-772-6316 VA
Ray Dunn (757) 449-0434 VA
Mindv Lee (540} 419-5079 VA
Candi Nicholson 206-661-7334 WA
David & Kristin Koeplin 360.836.0264 WA
Jeff & Jennifer Schoffstall 425-230-4905 WA
Savannah & Maya Castro (206) 852-6331 WA
Nathan & Erica Baldwin 608-855-9132 WI
Nathan & Erica Baldwin (608) 609-5016 WI
John Pennvoacker (980) 240-1792 sc
Henrv Keen (704) 614-3532 sc
Michelle Stephens (512) 563-8040 IX
Daniela & David Wells (832) 592-7953 TX
Theresa & Glenn Fraser 512-212-7525 TX
Lance & Sara Becker 866-808-1212 TX
John Mullins (281) 354-6166 TX
Bobbv Springer 817-668-0011 IX
Scott/Elisa/Nate Pontone/Hunt o IX
Ivan Canga (832) 868-5973 TX
Chris and Nathalie Buck 0 TX
Nicole Wafford (281) 733-2203 TX
Kendall Howard 0 TX
Bret Gowens (832) 659-4501 TX
Pam Heslop (281) 497-4557 TX
Krista McClure (801) 360-8542 UT
Brvan Burleigh 804-250-5170 VA
Joe Celia 757-772-6316 VA
Ray Dunn (757)449-0434 VA
Mindv Lee (540) 419-5079 VA
Candi Nicholson 206-661-7334 WA
David & Kristin Koeplin 360.836.0264 WA
Jeff & Jennifer Schoffstall 425-230-4905 WA
Savannah & Mava Castro (206) 852-6331 WA
Nathan & Erica Baldwin 608-855-9132 WI
Nathan & Erica Baldwin (608) 609-5016 WI

Exhibit I .
LIST OF FRANCHISEES THAT LEFT THE SYSTEM

AT SOME POINT DURING OUR PAST FISCAL YEAR (30462017)
First" AJamo Last Name Address State Phone-Numb*
1702 E Prince #120, Tucson, AZ AZ

Mary Boardsley 85749 (520) 241 4743
24239 Howthorne Blvd. #104, GA
Liuba Stephanie terre- Parraway Torrance, CA 90505 619-518-3338
j ^ f r V e n t w a - R l v d Suite 101/1&2 7
GA
Nikkita Woorasinghc Weodiand Hills, CA 91364 (818) 339 7057-

Exhibit J
DEVELOPMENT AGREEMENT
© Club Pitotos Franchise, LLC

Franchise Disclosure Document—Exhibits
AREA DEVELOPMENT AGREEMENT
DEVELOPER
DATE OF AGREEMENT
O3W320I8 Club Pilates Franchise, LLC

20172018 Development Agreement
TABLE OF CONTENTS
1. REFERENCES AND DEFINITIONS 2

2. USE OF SYSTEM 3
3. GRANT OF DEVELOPMENT RIGHTS 3
4. DEVELOPMENT RIGHTS AND OBLIGATIONS 4
5. STUDIO CLOSINGS 6
6. PROCEDURE FOR EXERCISING DEVELOPMENF RIGHTS 6
7. DUTIES OF DEVELOPER 7
8. SITE SELECTION, LEASES, FRANCHISE AGREEMENT 8
9. DEVELOPMENT FEE 9
10. SUPERIORITY OF INDIVIDUAL FRANCHISE AGREEMENT 9
11. COVENANTS 10
12. RELATIONSHIP OF THE PARTIES 12
13. PROPRIETARY MARKS 13
14. TERMINATION 14
15. EFFECT OF TERMINATION AND EXPIRATION.... 16
16. TRANSFER OF INTEREST 16
17. APPROVALS 20
18. NONWAIVER 20
19. DEVELOPER'S RECORDS AND REPORTS 21
20. NOTICES AND PAYMENTS ..21
21. GOVERNING LAW 24
22. ARBITRATION AND OTHER DISPUTE RESOLUTION PROVISIONS 24
23. ENFORCEMENT 24
24. CAVEAT 27
25. MISCELLANEOUS 27
EXHIBITS
ATTACHMENT: GUARANTY AND ASSUMPTION OF OBLIGATIONS

EXHIBIT A - DEVELOPMENT AREA
EXHIBIT B - DEVELOPMENT SCHEDULE
EXHIBIT C - FRANCHISE AGREEMENT
EXHIBIT D - STATEMENT OF OWNERSHIP INTERESTS AND PRINCIPALS
EXHIBIT E - CONFIDENTIALITY AGREEMENT AND ANCILLARY COVENANTS NOT TO
COMPETE
320)8 Club Pilates Franchise, LLC

AREA DEVELOPMENT AGREEMENT
THIS AREA DEVELOPMENT AGREEMENT (the '-Agreement"), is made and entered into
this day of , 20 , by and between: (i) Club Pilates Franchise, LLC, a limited
liability company formed and operating under the laws of the State of Delaware whose principal business
address is 3185 Pullman Street, Costa Mesa, California 92626 (the "Franchisor"); and (ii) , a/n
with a business address at (the "Developer").
WITNESSETH:
WHEREAS, as the result of the expenditure of time, effort and expense. Franchisor has created a
unique and distinctive proprietary system (hereinafter the "System") for the establishment, development
and operation of a CLUB PILATES Studio (each, a "Studio") that provides Studio offering (a) Pilates
instruction and related services that Franchisor authorizes (collectively, the "Approved Services"), and (b)
certain merchandise and other products Franchisor authorizes for sale in conjunction with the Approved
Services and Studio operations (collectively, the "Approved Products"), to the general public and/or
through a membership-based program, under the mark CLUB PILATES.
WHEREAS, Franchisor owns the System and the right to use the Proprietary Marks (as defined
below), ahd grants the right and license to others to use the System and the Proprietary Marks;
WHEREAS, the distinguishing characteristics of the System include, without limitation,

proprietary methodology and procedures for the establishment and operating procedures, site selection
guidance and criteria, specifications for the design, layout and construction of the interior of the Studio,
standards and specifications for the furniture, fixtures and equipment located within a Studio, established
relationships with approved or designated suppliers for certain products and services, and standards and
specifications for advertising, bookkeeping, sales and other aspects of operating a Studio.
WHEREAS, Franchisor identifies the System and licenses the use of certain trade names, service
marks, trademarks, emblems and indicia of origin, including the mark CLUB PILATES and other trade
names, service marks and trademarks as are now designated and may hereafter be designated by
Franchisor in writing for use with the System (the "Proprietary Marks");
WHEREAS, Developer desires the right to develop, own and operate multiple CLUB PILATES
Studios under the System in a defined geographic area under a Development Schedule (the "Development
Schedule") set forth in this Agreement; and
WHEREAS, Developer acknowledges that Developer has conducted an independent investigation

ofthe business contemplated by this Agreement and recognizes that, like any other business, the nature of
the business conducted as a CLUB PILATES Studio may evolve and change over time, that an
investment in a CLUB PILATES Studio involves a business risk and the success of the venture is largely
dependent upon Developer's business abilities and efforts.
NOW, THEREFORE, the parties, in consideration of the mutual undertakings and commitments
set forth in this Âgreement, the receipt and sufficiency of which are hereby acknowledged, agree as
follows
&Q432Q18 Club Pilates Franchise, LLC

2W2018 Development Agreement
L REFERENCES AND D E F I N ^ O N S
A^ DEVEEOFMENTAREA
"Devôpment Area" meansthegeogûc area d^ribedin
^ DEVEEOFMENTSCHEDULE/DEVEEOFMENT PERIOD
"Development Schedule" means the schedule for Developer lo open and operate a specific
cumulatlvenumherofCLUB PILATES Studios as set forth in Exhibit B to this Agreement Each
"Development Period" isaperiod of time set forth in the Development Schedulewherein Developer must
meet each specific development obligations.
CD FRANCHISEAGREEMENT
Except for the royalty fee and the advertising contrihutions,which shall remain the same in each
fiânchise agreement executed pursuant to this Agreement and any extensions ofthis Agreement, the term
"Franchise Agreement" means the then current fo^n of agreements (including the ânehiseagree^^
and any exhibits, riders, collateral assignments of leases or subleases, shareholder guarantees and
preliminary agreements) that Franchisor customarily uses in the granting ofafranchise for the ow^
and operation ofaCFUB FILATES Studio
Concurrent with the execution of this Agreement, Developer shall execute the Franchise
Agreement for the first Studio that Developer is granted the right to open within the Development Area
hereunder. Franchisor, in its sole discretion, but subject to the express provisions contained herein, may
modify or amend in any respect the standard fbrinofFranchise Agreement it customarily uses in granting
afiânchisefbraCLUB PILATES Studio
The parties agree and acknowledge that: (i) Developer must timely execute Franchisor's then
current form ofFranchise Agreement for each CLUB FILATES Studio that Developer is required to open
and commence operating pursuant to the Development Schedule; and (ii) Franchisor may, in its
discretion, modi^ or amend the form of Franchise Agreement that Franchisor is using as of the date thi^
Agreement is executed a^ it deems appropriate fbr(a) use in the CLUB PILATES System generally,and
(b) execution by the parties in connection with the Studios that Developer must subsequently open and
commence operating under this Agreement.
DD PRINCIPALS
The term "Principals" includes, collectively and individually, Developer's owners; i f Developer
is an entity, any officers and directors of Developer (including the officers and directors of any general
partner of Developer) and any person and of any entity directly owning and/or controlling ten percent
(10^) or more of Developer, oramanaging member or manager ofalimited liability company. The
initial Principals shall be listed in ExhibitD.The Principals must execute an agreement in substantially
the form of the attached Guaranty and Assumption of Obligations (immediately following this
Agreement)undertaking to be bound jointly and severally to all provisions of this Agreement.
.030W20I8 Club Pilates Franchise, LLC

•20172018 Development Agreement
^ USEOFSYSTEM
Developer acôw^dge^ and do^^

eaeh and every aspect of IheSyslem Developers right to developer Studios is specifically limited to the
Development Area, as well as the terms and conditions
executed pursuant thereto
^ GRANTOFDEVELOPMENT RIGHTS
AD GRANT AND TERM
Inrelianceontherepresentationsand warranties of Developer and itsPrincipals,Franchisor

grants toDeveloper,and Developer herehy accepts the right andohligationtodevelop,adesignated
numher ofGTUB FILATES Studios within the Development Area in full compliance with the terms of
this Agreement, including thetimely development obligations to openaspecifie cumulative numher of
CLUBF1LATES Studios over prescribed periods of time as established in the Development Schedule;
and in fiillcompliance with allobligationsandprovisions under the form(s) of Franchise Agreement
entered into for the right to own and operate each individual GFUB FILATES Studio.
The term of this Agreement shall commence upon fullexecution of this Agreement and,unless
earlier terminated by Franchisor pursuant to the terms hereof, this Agreement shall expire upon the e a r l ^
of (i) thedateDevelopertimelyopens the last GLUB FILATES Studioitisrequiredtoopenand
conmênce operations within the Development Area pursuant to this Agreement; or (ii) the last day ofthe
last Development Feriod on the Development Schedule. Developer acquires no rights underthis
Agreementtodevelop GLUB FILATES Studios outsidetheDevelopment Area. Uponexpirationor
termination ofthis Agreement forany reason, Developer will have no rights whatsoever within the
Development Area (other than any territorial rights that Franchisor has granted to Developer in
connectionwithanyGLUB FILATES Studio(s) that Developer has timely opened pursuant toaFranchise
Agreement as required by theDevelopment Schedule prior to the date this Agreement is terminated or
expires).
BD GOMMITMENTOEDEVELOPER
Franchisor has granted these rights in reliance on the business skill, financial capability, personal
character and expectations ofperformance by the Developer and its Principals. This Agreement is for the
purpose ofdeveloping and operating the GLUB FILATES Studios, and is not for the purpose of reselling
the rights granted by this Agreement
GD DEVELOPMENTPLAN
The following conditions and approvals are conditions precedent before the right ofDeveloper to
develop each GLUBFlLATESStudio becomes effective. At the time Developer selectsasite for each
GLUBPfEATES Studio, Developer must satisfy the operational, financial and training requirements, set
forth below:
(1) Gperational: Developer must be in substantial compliance with the material terms
andconditionsof this Agreement and all Franchise Agreementsgranted Developer. ForeachGLUB
PILATES Studio operated by Developer, Developer must be in substantial compliance with the standards,
specifications, and procedures set forth and described in the Manuals (defined in the Franchise
Agreement)
^^2018 C l u b ^ l ^ F ^ ^ F F C
2^T72018 Development Agreement
(2) Finance Oevelop^ and the Frineâls must satisfy Franchisors financial
criteria for Developers and Principals with respect to Developer's operation o f i t s existing CLUB
FIFATFS Studios, ifany, and the proposed GFUBFIFAFFS Studio Developer must he in compliance
andnotheen in default during the twelve^l^months preceding Developer'srequest for approval, o
monetary obligations of Developer toFranchisor or its affiliate under any Franchise Agreementgranted
under this Agreement
DD EXECUTION OFFRANCmSE AGREEMENT
This Agreement is notaFranchise Agreement and does not grant Developer any right or license
to operateaCFUBFlFATFS Studio, or to provide services, or to distribute goods, or any right or license
intheFroprietaryMarks^ Developer must timely execute Franchisor's thencurrent form of Franchise
Agreement for each CFUBF1FATFS Studio that Developer is required to open under the Development
Schedule
^ DEVEEOPMENT RIGHTS ANDOBLIGATIONS
A RESERVATION OERIGHTS
Franchisor(on behalf of itself and its affiliate(s), parents

its sole discretion and without granting any rights to Developer:(l) to itself operate, or to grant other
persons the right tooperate, CLUB F1FATFS Studiosat loeationsandonterms Franchisordeems
appropriate outside the Development Area granted Developer, a n d ^ t o sell the products and services
authorized for GFl^FfFATES Studios under the Proprietary Marl^ or under other trademark, servi^^
marl^ and conmêrcialsyinbols through disshnilar channels of distribution and under tei^s
deems appropriate within and outside the Development Area, including, but not limited to, by electronic
means, such as the Internet, and by web sites established by Franchisor, as we determine, in our sole
discretion.
Inaddition, Franchisor,any other developer and any other authorized person or entity shall have
theright,at anytime, toadvertiseandpromote the System, in theDevelopment Area Developer
acknowledges and agrees that Developer is only granted the right to develop and operate GLUB
FILATES Studios within the Development Area. Accordingly, within andoutsidetheDevelopment
Area, Franchisor and its affiliate and its subsidiaries may also offer and sell, and may authorize others to
offer and sell products and services identified by the Proprietary Marl^ (including memberships and gifi
cards)at or from any location.
Franchisor anditsaffiliate(s^parent(s) further reserve the right to: (i)openandoperate,and

license othersthe right to openandoperate,StudiosusingtheProprietaryMarks and System at any
location outside ofyour Development Area; (ii) open and operate, and license others the right to open and
operate, businesses that operate under marks other than the Proprietary Marl^ the offer similar products
andservicesthatareofferedbyaGLUB PILATES Studio,regardlessoflocation; (iii) otherwise market,
offer and sell products and services that are similar to the products and services offered byaStudiounde
adifferent trademark or trademarks,regardless o f l o c a ^
well as othersuch marks we designate, to distribute any Approved Froductsand/or Services in any
alternative channel of distribution at any location, including via the Internet, mail order, catalog sal^^^
toll-free numbers, wholesale stores, etc ); (v) to acquire, merge with, or otherwise affili^^^
thatown and operate, and franchise or license others to own and operate, any business of anykind,
including,without limitation, any business that offers products or services the same as or similar to the
ApprovedProducts andServices (but under different marks), regardless of location;and(vi)usethe

P r o p r i e ^ Marks and S y s ^
any other activnies not expressly
Franchisor may he acquired (whether through acquisition of assets, ownership interests or

otherwise, regardless of the fbrm of transacts
thoseprovidedat a GFUB FIFATFS Studio, orhy anotherhusiness, even i f suchhusiness operates,
franchisesand/orhcensescompetitivehusinesses within theDevelopment Areagrantedhy the Area
Development Agreement and within the DesignatedFerritory granted hyaFranehise Agreement.
Franchisor has the right to own,operate and license others to own and operate other husiness
concepts in and outside the Development Area consistent with the terms ofthis Section.
Franchisor has no obligation and will not pay Developer i f i t exercises any ofthe rights specified
ahove within the Development Area granted hy the Area Development Agreement or within the
DesignatedTerritory granted hyaFranchise Agreement
^ RIGHTS DURING DEVELOPMENTPERIODS
Subject to Section 4(A) and the other terms ofthis Agreement,ifDeveloper(i) is in compliance
with the material terms and conditions contained in this Agreement, including the timely development
obligations to openaspecific cumulative number of GFUBF1FATES Studios over prescribed periods of
time as established in FxhibitB(the "Development Schedule"), and (ii) is in substantial compliance w ^
all material obligations under Franchise Agreements executed by Developer for individual GFDB
F1FATFS Studiosunderthis Agreement;then during theDevelopment Schedule, Franchisor:(i) will
grant Developer the right to own and operate GFDBFIUAFES Studios located within the Development
AreapursuanttothetertnsofthisAgreement; and (ii) will not operate(directly or through its a ^
nor grantafianchise forthe location of, any GFUBFIFATES Studio within the Development Area,
except for franchises granted to Developer under this Agreement.
i f Developer, for any reason within his control, fails to comply with the Development Schedule,
this failure constitutesamaterial default of this Ag
Agreement pursuant to Sectionl4of this Agreement. In the event Developer fails to cure the noticed
default within the time allowed under Sections, Franchisor may terminate this Agreement and grant
individual or area development franchises within the Development Area to thirdparties or own and
operate Studios owned by Franchisororbythe affiliate ofFranehisor. Franchisor and Developer agree
that the timely development of Studios by Developer in compliance with the Development Schedule will
control the rights granted Developer by this Agreement, regardless of the time period granted Developer
to open a Studio pursuant to a Franchise Agreement for such Studio. Upon termination of this
Agreement, all rights granted Developer revert to Franchisor, who is free tofiânehiseany other person to
usetheSystem within theDevelopment Area orto itselfownandoperateGFUBFIFATESStudios
within the Development Area
Notwithstanding anything contained in this Section, Franchisor will provide Developer witha
one-time reasonable extension oftime not to exceed 90 days to comply with its development obligations
in any one of the Development Feriod as set forth in the Development Schedule (see FxhibitB), provided:
(i) Developer has already executedalease for, or otherwise obtained,aFremises that Franchisor approves
fbranyGFUBFlFATESStudio(s)itisrequiredtoopenandoperateduringthatDevelopment Feriod; and
(ii) Developer notifies Franchisor ofits need for such an extension no less than 30 days prior to expiration
ofthat Development Feriod The parties agree and acknowledge that Franchisor's grant ofthis one-time
extension under this Section will not extend, modify or otherwise affect the expiration of any of
Developer'ssubsequent Development Periods or subsequent development obligations.
^ ^ 2 0 1 8 C ^ ^ l ^ Pra^h^ LLC
2O^0^D^lopmÂêm^ 5
^ DEVELOPMENTOBLIGATIONS
Developer wiâta^ times f a i t h s

Agreement and wêontmuousiy exert his best efforts to timely p
GLUB PILATES Studios withmtheDevelopment Area. Developer agrees toopen andoperatethe
cumulative number of GLUB FILATES Studios at the end of eaeh Development Period set fbrthm
Development Schedule (see Exhibit B). Developer agrees that compliance with the Development
Schedule is the essence ofthis Agreement.
DD EXPIRATION OR TERMINATION
After this Agreement expires or terminatesfbr any reason, Franchisor shall have the absolute
right to own and operate,orlicense other parties the right toownandoperateGLUB FILATES
STUDIOS,in the DevelopmentArea, except in those DesignatedTerritories granted under each Franchise
Agreement that Developer enters into pursuant to this Agreement.
^ STUDIO CLOSINGS
if during the term of this Agreement, Developer ceases to operate any GLUB PILATES Studio
developed underthisAgreementfbranyreason,Developermustdevelopareplacement GLUB FILATES
Studio tofulfillDeveloper's obligation tohave open and in operation the required number of GLUB
FILATES Studios upon the expiration of each Development Feriod The replacement GLUB PILATES
Studio must be open and in operation within nine (9) months after Developer ceases to operate the GLUB
FILATES Studio to be replaced or Developer will be in material breach of this Agreement. If, during the
termofthis Agreement, Developer, in accordance withthe terms of anyFranchise Agreement f b r a
GLUB FILATES Studio developed under this Agreement, transfers its interests in that GLUB FILATES
Studio,atransferredGLUBFILATES Studio shall continue to be counted in determining whether th^
Developer has complied with the Development Scheduleso long as itcontinues to be operated asaGLUB
PILATES Studio IfthetransferredGLUBPILATES Studio ceases to be operated asaGLUB FILATES
Studio, it will not count toward Developer'scompliance with the Development Schedule
^ PROGEDUREPOREXERGISINGDEVELOPMENTRIGHTS
Developer shall enter intoaseparate Franchise Agreement with Franchisor fbreach GLUB
FILATES Studio developed pursuant to this Agreement. The Franchise Agreement to be executed for the
first GLUB FILATES Studio to be developed by Developer under this Agreement must be executed and
delivered to Franchisor concurrently with the execution and delivery of this Agreement. All subsequent
GLUBF1LATES Studios developed under this Agreement must be established and operated under the
then current form of Franchise Agreement then being used by Franchisor for GLUB FfLATES Studios
under the System The thencurrent form ofFranchise Agreement may differftômthe form attached as
Exhibit G; however, the provisions regarding royalty fees and advertising contributions shall r^^
established in ExhibitG Developer must execute the thencurrent form ofFranchise Agreement for each
GLUB PILATES Studio to be developed under this Agreement
Developer acknowledges that the projected opening dates for each GLUB PILATES Studio set
forth in the Development Schedule are reasonable requirements. Developer must executeaFranchise
Agreement for each Studio by the earlier of (i) fifteen (15) days ftôm the datealease is signed f b r a
location that Franchisor approves for the GLUB PILATES Studio at issue; and (ii) the date necessat^fb^
Developer to otherwise comply with its development obligations under this Agreement.
030*32018 Club Pilates Franchise, LLC

^ DUTIESOF DEVELOPER
^ ORGANÂTIONOEDEVEEOPER
Developer makes the fohowmg representations, warranties and covenants and accepts the
following continuing ohhgations:
(1) I f Developer is a corporation, limited liahility company or a partnership,

Developer represents,warrants and covenants that: (i) Developer is duly organized and validly existing
under the state law of its formation; (ii) Developer is duly qualified and is authorized to do husiness in
each jurisdiction which requires such qualification; (iii) the execution and perform
are within Developers corporate power, if Developer isacorporation or if Developer isapartnership
permitted under Developer's written partnership agreement, or i f Developer is a limited liahility
company,permitted underthe management agreement;
(2) IfDeveloper isacorporation, copies ofits articles ofincorporation,hylaws, other

governing documents, any amendments, resolutions of the Board of Directors authorizing entry into and
performance of this Agreement, shall he promptly f m r ^
copies of Developer'swritten partnership agreement and other governing documents shallhe promptly
furnished toPranchisorhefbre theexecutionof this Agreement. I f Developer is alimitedliahility
company,copies ofDeveloper's organizational documents and managementagreement shall he promptly
furnished to Franchisor;
(3) I f Developer isacorporation,partnership,limited liahility company, orother

formoflegalentity other than an individual, Developer shallmaintain at alltimesacurrentlistofall
owners ofrecord and all beneficial owners ofany class ofvoting securities in Developer or, ifDeveloper
isapartnership. Developer shall maintain at all timesacurrent list of all owners of an interest in th^
partnership, or, ifDeveloper isalimited liability company,it shall maintain at all timesacurrent list of
managers and members ofthe limited liability company;
(4) If, after the execution ofthis Agreement, any person ceases to qualify as one of
the Developer'sFrincipal's(as defined in Section 1), or ifDeveloper believes in the event any individual
laterqualifiesas one of Principals, Developer shallpromptlynotifyFranchisorandthat person shall
execute any documents (including, as applicable, this Agreement)as Franchisor may reasonably require;
(5) If Developer isacorporation. Developer must maintain stoptransfer instructions

against the transfer of its records of any equity security and each stock certificate of the corporation s^^^
have conspicuously endorsed upon itastatement inaform satisfactory to Franchisor that it is held subject
to all restrictions imposed upon assignments by this Agreement; provided, however, that the requirements
of this Section^shall not apply toapublicly held corporation. IfDeveloper isapartnership, its written
partnership agreement shall provide that ownership ofan interest in the partnership is held subject to and
that further assignment or transfer is subject to restrictions imposed on assignments by this Agreement. I f
Developer i s a limited liability company, its articles of organization andoperating agreement must
provide thatownership interests are subject to restrictions on transfers imposed on assignments by this
Agreement;
(6) Developer agrees to maintain at all times throughout the term ofthis Agreement,
sufficient working capital to fulfill its obligations under this Agreement; and
(7) EachFrincipalwhohasright,title,orinterestoftenpercent(10^) or more inthe

ownership of Developer, must each execute and bind themselves to the confidentiality and
^^^8Cl^^l^Fra^^LLC ^
^3^80^1opmÂ^m^ 7
nOnCOmpefifionCOVenant5 5 ^ ^ ^
Compete (ExhibÊ) The Prineipals agree tojomtly and several guarantee the perfo^nan^^
Developers ohhgations under the terms ofthis Agreement,exeept the ohhgation to open
BD REOUIREMENTSOFREPRESENTATIVE
Upon the exeeutton of this Agreement, Developer must designate and retain an individual
throughout the term of this Agreement to aet on hehalf of Developer in all transactions with Developer
eoneerningDeveloper's ohligationsunderthis Agreement (the "Representatives IfDeveloper is an
individual, Developer must perform all obligations of the Representative The Representative mu^
reasonahie efforts to do the following, during the entire period he serves in that eapaeit^(l)^
direct or indirect ownership interest in the Developer; (2)devote substantial time andreasonahleeffb
the supervision and conduct of the business contemplated by this Agreement and execute this Agreement
as one of the Principals; and (3) meet Franchisor's standards and criteria fbraRepresentative as set f^^
in the Manuals or otherwise in writing by Franchisor. If the Representative or any designee is not able to
continue to serve in the capacity ofRepresentative or no longer qualifies, Developer must promptly notify
Franchisor and designateareplacement
CD RESTEFFORTS
Developer must use his best efforts to substantially comply with all requirements of federal, state
and local rules, regulations and orders
^ ^TESELECTIONLEASE^FRANCHISEAGREEMENT
AD SELECTION O F ^ T E R V P E V E L O P E R
Developer assumesallcosts,habilities,expensesandresponsibilitiesfbrlocating,obtain^
financing and developing sites for CLUB FfTATFS Studios, and for constructing and equippm^
F1LATFS Studios at those sites.The selection ofasite and the development ofaStudioat any site is the
responsibility ofDeveloper The selection ofasite by Developer is subjectto our approval and must be
in compliance with Franchisor's site selection procedures and its standards for demographic
characteristics,parlong,traffic patterns and the predominant character of the neighborhood, and o ^
conmiercial characteristics ofthe site and any other factors Franchisor may consider relevant in reviewing
asite selected by Developer Developer must not enter intoabinding commitment withaprospective
seller or lessor of realestate with respect tothe s i t e f b r a StudiountilFranchisorhasapprovedthe
proposed site Developer specifically acknowledges that the selection of a site hy Developer in
compliance with Franchisor's site selection procedures and the approval ofasite by Franchisor does not
constitutearepresentation, promise or guarantee by Franchisor that the siteand the Studio to be operated
at that site will be profitable or successful. Developer acknowledges that factors governing the success of
a CLUB FfLATFS Studio are unpredictable and beyond Franchisor's control Franchisor is not
responsible to Developer or to any other person or entity i f a s i t e approved by Franchisor fails to meet
Developer'sexpectations for revenue or operational criteria.
BD PEMOGRARHICINEORMATION
Befbreacquiringasite for any Studio hy lease or purchase, Developer must locateasite for the
Studio that satisfies the site selection guidelines Franchisor provides toDeveloper and must submit to
Franchisor, inthe fbrin Franchisor specifies,adescription of the site,ademographic study and other
information and materials Franchisor may reasonably require and shall represent in writing that
Developer has the option or other firm conmiitment to obtain the site. Franchisor will review informat^
^013^8 C l u b ^ l ^ F ^ h ^ F F C
20432018 D ^ l o p m ^ A ^ e m ^ 8
providedby Developer for thesis whiehmay inelude the populafion of the workforeeor residents,
character of the neighborhood, household income, ingress and egress, and trade area If on-site
evaluations hy Franchisor are requested hy Developer or determined to he necessary hy Franchisor, then
Franchisor or its designee will, at Franchisor's expense, provideasingle on-site inspection in connecti^^
with each Studio that Developer is required to open hereunder at Franchisor's expense Developer must
reimburse Franchisor for the reasonahie expenses Franchisor incurs for any additional on site evaluations,
including,butnotlimitedto,thecostoftravel,lodging, meals and wages ofFranchisor'srepresentatives
and employees
C LEASEORPURCHASEOFSITE
Developer shall not make any binding commitment to purchase or lease real estate fbraproposed
site f b r a GLDB FfLATES Studio until the proposed site has been approved by Franchisorand a
Franchise Agreementhas been executed by Franchisor and Developer(or its affiliate^foraStudio at such
site. Developer shallprovideFranchisorwithacopyofeither the proposed contractof sale orlease
relating to the site before the Franchise Agreement is executed Developer must comply with the
conditions set forth in the Franchise Agreement at issue in connection withthe signing of suchalease,
including ensuringthat bothDeveloper and the landlord forthe proposed siteexecute Franchisor's
prescribedfromof Collateral AssignmentofFease. Developer must useanyapprovedor designated
suppliers that Franchisor designates in connection with the site selection and acquisition process.
DD FRANCHISEAGREEMENT
Franchisor will deliver a Franchise Agreement, in the then-current form, to Developer for
execution by Developer (or its affiliate). With the execution o f t h i s Agreement, Developer must
concurrently execute the Franchise Agreement estahl^^
return both this Agreement and the Franchise Agreement to Franchisor IfDeveloper fails to execute the
Franchise Agreement, Franchisor may,at its sole discretion, revoke its approval of the site and its offer to
grant Developerafianchise to operateaCFUBFlFATES Studio at the site
^ DEVEEOEMENTEEE
Concurrently with the execution o f t h i s Agreement, Developer must pay to Franchisor a

nonrefundable area development fee equal to ^ (the "Development Fee"). The
Development Fee is deemed fully earned by Franchisor upon execution of this Agreement in
consideration of lost development opportunities and is nonrefundable under any circumstances.
Developer will not be required to pay any additional initialftânchisefee for each Studio opened pursuant
to this Agreement upon executingaFranchise Agreement for that Studio
lOD SUFERIORITVOEINDIVIDUAEERANCHISE AGREEMENT
Developer understands and agrees that any and all individual Franchise Agreements executed hy
Developer and Franchisor for CFUB FILATES Studios within the Development Area are independent of
this Agreement. The continued effectiveness of any Franchise Agreement does not depend on the
continued effectiveness ofthis Area Development Agreement Ifany conflict arises with this Agreement
and any Franchise Agreement, the Franchise Agreement controls, has precedence and superiority(except
with respect to the opening deadline for each CEDBF1FATES Studio Developer is granted the right to
open under this Agreement).

IL COVENANTS
A Developer and the Representative covenant that during the term of this Agreement,
except as otherwise approved in writing h y F r a n e h i ^
suhstantial time, energy and hest efforts to the manag
required under this Agreement.
B. Developer acknowledges that,asapaîcipantinFranchisor'sSystem,Deveioperwiif

receive proprietary and confidential information and materials,trade secrets, and ^
procedures and techniques that Franchisor has developed As such, Developer agrees to the covenants in
this Section to protect Franchisor, the System, Proprietary Marks and Franchi^^^
developers.
(1) During thetermof this Agreement, neitherDeveloper, its Principals,owners,

officers or guarantors, nor any immediate family ofDeveloper, its Principals, owners, officers or
guarantors, may, directly or indirectly,fbr themselves or through, on hehalfof, or in conjunct^^
other person, partnership or corporation:
(a) Own, maintain, engage in, he employed or serve as an officer, director,

orprincipalof^ lend money or extend credit to or have any interest in or involvement with, anyfitnesso^
exercise husiness, any fitness or exercise marketing or consulting husiness, any husiness of^r^^
of asimilar nature to those ofthe Studio, or inany husinessorentity which franchises, licensesor
otherwisegrantstootherstherighttooperatesuchafbrementionedhusinesses (each, a^Competing
Business"), or (h)offers or grants licenses or franchises, or establishes joint v e n ^
operation ofaCompetingBusiness.For purposes of this Agreement,aCompeting Busmess does n^
include:^) any husinessoperatedhy Developer underaFranchise Agreement with Franchisor; or (ii) a
business operatedhyapuhlicly-traded entity in which Developer owns less than two percent (2^)^^^
or beneficial interest
(b) Employ or seek to employ any person who is at that time employed hy
Franchisor, Franchisors affiliates or any other System franchisee or developer, or otherwises
indirectlyindueeorseektoinducesuchpersontoleave.his or her employment thereat; or
(c) Divert, or attempt to divert, any prospective customer toaCompeting

Business in any manner.
(2) Foraperiod of two (2) years after the expiration and nonrenewal,transfer or
terminationofthisAgreement,regardiess of the cause, neither Developer, its Principals, own
and guarantors, nor any member ofthe inmêdiate family ofDeveloper, its Principals,owners, o ^ ^
guarantors, may^directly or indirectly,fbr themselves or through, on behalf of, orinconjuncfi^
other person, partnership or corporation, be involved with any business that competes in w
with Franchisor byofferingorgranting licenses or franchises,or establishing joint v^^^
ownership or operation ofaCompetingBusiness.The geographic scope of the covenant containedi^
Section is any location where Franchisor can demonstrate it has offered or sold franchises as ofthe date
this Agreement is terminated or expires.
(3) Foraperiod of two (2) years after the expiration and nonrenewal,transferor
termination of this Agreement, regardless of the cause, neither Developer, its Principals, owners, of^
and guarantors, nor any member of the immediate family ofDeveloper,its Principals,owners, officers o^
guarantors, may,directly or indirectly,fbrthemselves or through, on behalf of^ or in conjun^
other person, partnership or corporations
©3^2018 CluhPll^F^hi^FFC
3O132018DîopmÂ^m^ 10
^ Own, maintain, engage in, be employed as an officer, director, or
principal of, lend money to, extend credit to or have any interest in or involvement with any otber
Competing Business: (i)witbintbeDevelopmentArea;or(ii)witbinaforty (40) mile radius of tbe
perimeter of tbe Oevelopment Area being granted hereunder or any otber designated territory or
developmentarea licensed by Franchisor toaCLUB FILATES Studio (whether franchised or company-
owned) atany time from thedate ofexpirationorterminationof this Agreement through thedate
Franchisee attempts to undertake the competitive activity at issue
(b) Solicit business fiom customers ofOeveloper's former Studios or contact

any of Franchisor's suppliers or vendors for any competitive business purpose, nor solicit any of
Franchisor's other employees, or the employees ofFranchisor's affiliates or any other System franchisee
or developer to discontinue employment.
C It is the parties'intent that the provisions of this Sectionllbe judicially enforced to the
fullest extent permissible under applicable law. Accordingly,the parties agree that anyreduction in scope
or modification of any part of the noncompetition provisions contained herein shall not render any other
part unenforceable. In the event ofthe actual or threatened breach of this SectionllbyOeveloper,any of
Developer's Principals, or any member ofthe immediate family of Developer or Developer's Principals,
Franchisor shall be entitled to an injunction restraining such person from any such actual or threatened
breach. Developer acknowledges that the covenants contained herein are necessary to protect the
goodwill of other System franchisees and developers, and the System. Developer further acknowledges
that covenants contained in this Sectionllare necessary to protect Franchisor's procedures and know-
how transmitted during the term of this Agreement. Developer agrees that in the event ofthe actual or
threatened breachof this Section 11,Franchisor's harm willbeirreparahle and thatFranchisorhasno
adequate remedy at law to prevent such harm Developer and the Principals agree to pay all costs and
expenses (including reasonable attorneys' fees) incurred by Franchisor in connection with the
enforcement of this Seetionll. Developer acknowledges and agrees on Developer's own behalf and on
behalfof the persons who areliableunder this Section 11 thateach has previously worked or been
gainfully employed in other careers and that theprovisions of this Sectionllin no way prevent any such
person from eamingaliving. Developer further acknowledges and agrees that the time limitation ofthis
Sectionllshall be tolled during any default under this Sectionll
D. Developer mustensure that all management perônnelofDeveloper'sStudios opened

under this Agreement, as well as any officers or directors ofDeveloper, execute Franchisor's thencurrent
form of Confidentiality and Non competition Agreement. Developer must finish Franchiso
each executed agreement
F. Developer hereby agreesthat the existence of any claim Developer mayhave against
Franchisor,whetherornotarising from thisAgreement, shall not constituteadefense to Franchisor's
enforcement of the covenants contained in this Sectionll.Developer agrees to pay all costs and expenses
(including reasonable attorneys'fees) that Franchisor incurs in connection with the enforcement ofthis
Sectionll
F. ^Notwithstanding the foregoing, Franchisor reserves the right, in itssolediscretion, to

reduce the period of time or geographic scope of the non competition covenants set forth in this Section
^lland in Exhibit B, by written notice to Developer.

1^ RELATIONSHIP OFTHEPARTIES
A. The paries agree t h a t ^ A g ^ m ^

them, that Developer is an independent eontraetor and must at a l l f i ^
eontraetor. This Agreement does notereate either party as an agent, legal representative, snhsidiary,jomt
venturer, partner, employee orjoint employer. Developer shall hold itself out to the puhlie as an
independent eontraetor operating pursuant to this Agreement. Developer agrees to take any action
necessary to that end, ineluding without l i n ^ t a t ^
as required hy Franchisor as to content and manner of disclosure.
B. Developer understands and agrees that nothing in this Agreement authorizes Developerto
make any contract, agreement,wairanty or representation on Franchisor's hehalf, or to incur any deht or
other obligation in Franchisor's name and that Franchisor shallin no event assume liahility fbr,or he
deemed liable under this Agreement as a result of any such action, or for any act or omission of
Developer inthe conductofitsbusiness pursuant to this Agreementor anyclaimor judgment arising
therefrom.
C Developer and each of theFrincipals shall, at alltimes, indemnify and hold harmless
Franchisorand itsaffiliate, successors and assigns and the officers, directors, shareholders, agents,
representatives and employees ofeachofthem ("Indemnitees") from all losses and expenses incurred in
connection with any formal or informal action, suit, proceeding, claim, demand, investigation
or any settlement thereof,which arises out of or is based upon the action or negligence of Developer or
any Principal in any ofthe following:
(1) The infringement, alleged infringement, or any other violation or alleged

violation ofany Proprietary Mark or other proprietary right owned by Franchisor;
(2) Glaimsof sexual harassment or discrimination by Developer'semployees or bya

guest at the Studio;
(3) The violationof any federal,stateor local law,regulation,rule, standardor

directive, or any industry standard, including without limitation, health, s a n i t a ^
regulations;
(4) Libel, slander or any other form of defamation of Franchisor or the System, hy
Developer or the Principals;
(5) The violation or breach by Developer or any of the Principals of any warranty,
representation, agreement or obligation ofthis Agreement or any Franchise Agreement; and
(6) Acts, errors or omissions ofDeveloper or any ofits agents, servants, employees,
contractors, partners, affiliates or representatives.
Notwithstanding anythingcontained inthis Section 12(G),Developerwillnotberequiredto

indenmify,defend or holdFranchisorharinless for any claims or causes of action that arise solely out of
Franchisor's gross negligence or willful misconduct
D Developer and each of the Principals agree to give Franchisor immediate notice of any
such action, suit, proceeding, claim, demand, inquiry or investigation.

30432018 Development Agreement 12
E. Franchisor may, at any time and without notice, as it, in its reasonahie discretion,
consent, or agree to settlement, or take such other remedial or corrective action as it deems expedient with
respect to the action, suit, proceeding, claim, demand, inquiry or investigation.
F All losses and expenses incurred under this Section 12 shall he chargeable to and shall he
paid hy Developer or any ofthe Principals pursuant to this Section 12, regardless ofany actions, activity
or defenseundertakenhyFranchisor or the subsequent success or failure of such actions, activity or
defense However,Franchisor will indemnify Developer from losses or expenses resulting from the direct
result ofFranchisoBsnegligence or intentional acts.
G. The phrase "losses and expenses" shall include, without limitation, all monetary losses,
compensatory,exemplaryor punitive damages,fines,actualcosts,expenses, lost profits, reasonable
attorneys' fees, court costs, settlement amounts, judgments, damages to Franchisor's reputation and
goodwill, costs of financing or advertising material and media costs and all expenses of recall, refunds,
compensation, public notices and such other amounts incurred in connection with the matters d e s c ^
Fl. Developer must give Franchisor notice of any such action immediately upon Developer
having received notice ofany such action, claim or proceeding.
F Dnder no circumstances shall Indemnitees be required or obligated to seek recovery from

thirdpartiesorotherwisemitigate their losses in order to maintainaclaim against Developer Developer
andtheFrincipals agree that thefailure of Franchisors
parties will in no way reduce the amounts recoverable from Developer or the Principals
1 Developerand theFrincipals expressly agree that the termsof this Section 12shall
continue infullforce and effect after the termination,expiration or transfer of this A ^
interest herein
1^ FROFRILTARYMARRS
A Developer acknowledges that Developer has no interest in or to theFroprietary Marks

andDeveloper's right to use theFroprietai^Marksis derived solely fromthe individual F r a n c e
Agreements entered into between Developer and Franchisor for the purpose of operating GFDB
F1FATFS Studios Developer agreesthat allusage of theFroprietaryMarksby Developer and any
goodwill established exclusively benefits Franchisor. Developer agrees that after termination or
expirationof this Agreement, Developer willnot,except withrespect toGFUB F1FATFS Studios
operated by Developer under individual Franchise Agreements, directly or indirectly, at any time or in
any manner identify itself or any business asaDeveloper or former Developer of, or otherwise associated
with, Franchisor or use in any manner or for any purpose any Proprietary Mark or other indicia o f a
GTDBPfFATES Studio or any colorable imitation.
B. Developer must not use any Proprietary Mark as part of any corporate or trade names or
with any prefix, suffix, or other modif^ng words, terms, designs, or symbols, or in any modified f b ^
nor may Developer use any Proprietary Mark in connection with any husiness or activity,other than the
business conductedby Developer underFranchise Agreementsenteredintohetween Developerand
Franchisor, or in any othermannernot explicitly authorized in writing by Franchisor
G Developer must inmêdiately notify Franehisorin writing ofany apparent infringement of

or challenge to Developer's use of anyFroprietary Mark, or claim by any person of any rights in any
Proprietary Mark or similar trade name, trademark, or service mark ofwhich Developer becomes aware
Developer must not communicate with any person other than Franchisor and its counsel regarding any
©20432^ G l u h ^ l ^ P ^ h ^ L F C
20432018 DevelopmÂ^m^ 13
mfimgemen^ c h a n g e or daim Franchisor has sole disorefio^
the right to cxcinsivciycontrolanyhfigafionÛ^Fatcnt and Tra^
administrative proceeding arising ont ofany inîngement, challenge, or
Proprietary Mark
D Franchisor has registered the domain name www clnhpilatesstndio.com. Developer

aclôwledges that Franchisor is the lawful and sole owner of this domain name,which incorporates the
trademark GFUBFIFATFS Developer agrees not to register the trademark GFUBF1FATFS or any of
the Proprietary Marl^ now or hereafter owned hy Franchisor or any ahhreviation, acronym or variation of
the Proprietary Marks, or any other name that could he deemed confusingly similar, as Internet domain
names,including,hutnot limited to, generic and country code topleveldomain names available at the
present time or in the future.
E Developer agrees and acknowledges that this Agreement does not grant Developer any
rights whatsoever to use any Proprietary Mark, and that such rights are only granted through Developer's
timelyexecutionofaFranchiseAgreementthatwillgovemtheoperationofaCLUBFlFATFS Studio
that Developer is required to open pursuant to the Development Schedule
1^ TERMINATION
A Franchisor may terminate this Agreementfbramaterialdefaultof this Agreementhy

Developer and all rights granted herein shall automatically terminate upon written notice to Developer,
upon the occurrence ofany ofthe following:
(1) I f Developer becomes insolvent, makesageneral assignment for the benefit of

creditors; ftlesavoluntarypetibon in bankruptcy, or an involuntary petition is ftled against Developer in
bankruptcy; or Developer isadiudicatedbankrupt; or i f a b i l l i n e ^ u i t y orother proceedingfbr the
appointment ofareceiver of Developer or other custodian for Developer or assets is filed and consented
to by Developer;orifareceiver or other custodian (permanentor temporary) of Developers assets or
property, oranypart thereof, is appointed hyacourt of competent jurisdiction; or ifaproceeding fora
composition of creditors under any state or federal law should be initiated against Developer; or ifafinal
judgment remainsunsatisfied o r o f recordfbr thirty (30)daysorlonger, (unless supersedeasbond is
filed); or ifDeveloper is dissolved; o r i f execution is levied against Developer; or ifasuit to foreclose any
lien or mortgage against the premises or Studio is levied; or if the real or personal property of Studio is
sold after levy thereon byany sheriff, marshal or law officer;
(2) I f Developer or anyofitsPrincipalsfail tocomply with Section 11 ofthis

Agreement;
(3) IfDeveloper or a Principal discloses the contents of the Manuals or other

confidential information contrary to this Agreement;
(4) I f an immediate threat ordangertopublic healthor safety results from the

operation ofaStudio operated by Developer underaFranchise Agreement;
(5) I f Developer oraFrincipal has made material misrepresentations in connection

with its application for the franchise;
(6) If Developer fails on three (3) or more occasions within any one(l)year period
to comply with one ( l ) o r more provisions of this Agreement,whether or not such îlures to comply are
cured after notice thereofis delivered to Developer; or
©3^^8C1^^8^F^h^FLC
3O432018DôpmÂ^m^ 14
(7) Failure to comply with the c o n d i ^
requiredofthis Agreement
B. Franchisor may terminate this Agreement and all rights granted herein, u p o n t h e
days written notice to Developer, or a less time as specified helow, for a material default of this
Agreement,whichshallconstitute good cause for termination and the failure of D^v^^
good cause for termination within the notice period. Good cause for termination shall he the occurrence
ofany one ofthe following events of default:
(1) I f Developer fails to meet the development requirements set forth in the
DevelopmentSeheûle;
(2) I f Developer fails to develop,open and operate each Studio and execute each
FranchiseAgreement in compliancewith this Agreement;
(3) IfDeveloper fails to designateaqualifiedreplacement Representative;
(4) I f Developer misappropriates,misusesor makes any unauthorizeduseof the

FroprietaryMarks or materially impairs the goodwill associated with theFroprietary Marks or w
System and does not cure such default following written notice from Franchisor;
(5) IfDeveloper, fails, refuses or is unahle to promptly pay when due any monetary
obligation to Franchisor or its affiliate required hy this Agreement, or hyany Franchise Agreement or an
otheragreementhetweenthepartiesanddoesnotcure the monetary default w i t h i n ^
following written notice from Franchisor;
(6) IfDeveloperfailstocorrectadeficiencyofahealth, sanitation, or safety issue

afternoticeofsuchdeficiencyisissuedhyalocal, state, or federal agency or regulatory autho^^
(7) I f Developer fails to comply with any other material term or material condition
imposed hy this Agreement orany Franchise Agreement executed pursuant thereto^
G. Failure ofDeveloperto cure the default within the specified time, oralonger period of
time as applicahle law may require, will resuh in Developer's rights under this Agreement to he
terminated effective on the expiration ofthe notice period, and without further n o t ^
D. Upon termination of this Agreement, Developer has no right to establish or operate any
Studio for winch an individual Franchise Agreement has not already been executed by both Franchisor
and Developer, as well as delivered to Developer,as of the date oftermination. Franchisor, effective upon
termination of this Agreement, shall have the absolute right and is entitled to estab^^
otherstoestablish,GFUBFIFATFSStudiosintheDevelopment Area,exceptasmaybeotherî^^
provided under any Franchise Agreement which is thenineffect between Franchisorand Developer
F No default under this Agreement shall constitute a default under any Franchise
Agreement between the parties, unless Developer's acts or omissions also violate the terms and
conditions ofthe applicable Franchise Agreement.
F. No right or remedy herein conferred upon or reserved to the Franchisor is exclusive of

any other right or remedy provided or permitted by law or in equity.
32018 ClubPilates Franchise, LLC

m?2018 Development Agreement 15
1^ EFFECT OF TERMINATION AND EXPIRATION
Aôbhgafions of Franchisor and O e v ^

nature survive the expiration or terininafion ofthis Agreement contm^
expiration or termination ofthis Agreement and untii they arc satisfied in fuii or h y t h ^
1^ TRANSFER OFINTEREST
AD RVFRANCHISOR
Franchisor has the ahsoiute right to transfer or assign this Agreement and aii or any part of its
rights, duties or ohhgations to any person or iegal entity without the consent of or notice to Developer
This Agreement shall inure to the benefit of, and he hinding on the successors and assigns ofFranehisor
RD PEVEEOFER M A V NOT ASSIGN WITHOUT APFROVAE OF THE

FRANCHISOR
Developer understands and acknowledges that the rights and duties created hy this Agreement are
personal to Developer and its owners and that Franchisor has granted these rights to Developer in reliance
upon the individual or collective character, sl^ll, aptitude, attitude, husiness ability and financ
of Developer and/or its owners Unless otherwise provided with respect to an assignment to an entity
controlled by Developer as provided in Section l^D),none ofthese rights nor any ownership interest in
Developermay be voluntarily, involuntarily,directly orindirectly,assigned, sold,conveyed,pledged,
sub-franchised or otherwise transferredbyDeveloperor its owners (including by merger or consolid^^
by issuance ofadditional securities representing an ownership interest in Developer, by conversion o f a
general partnership toalimited partnership, by transfer or creation of an interest asageneral partner ofa
partnership, by transfer of an interest in Developer or in this Agreement inadivorce proceeding, or i f
Developer or an owner of Developer dies, by will, declaration of or transfer in trust or the laws of the
intestate succession) without the approval ofFranehisor. Any attempted assignment or transfer without
suchapprovalwillconstituteabreachofthisAgreementandwill not transfer any rights or interests to
such assignee ortransferee.
CD CONPITIONSFORAFFROVAEOF ASSIGNMENT
IfDeveloper is in substantial compliance with this Agreement, Franchisor shall not unreasonably
withhold its approval of an assignment or transfer contemplated by Sectionl6(B) so long as the proposed
assigneeor transfererhas goodand moral character, sufficient business experience and aptitude to
developand own and operate Studios, and otherwise meets Franchisor's thencurrent standards for
developers and System fianchisees. Franchisormay require that any one or more of the following
conditions he met before, or concurrently with, the effective date ofany such assignment or transfer:
(1) All the accrued monetary obligations ofDeveloper or any ofits affiliates and all
otheroutstanding obligations to Franchisor or its affiliate arising under this Agreement or any Fran^
Agreement or other agreement between them and all trade accounts and any other debts to Franchisor, of
whatsoever nature, prior to the transfer becoming effective shall be satisfied;
(2) Developer and its affiliates are not in material default of any substantive
provision of this Agreement, any amendment hereof or successor hereto,oranyFranchise Agreement
granted pursuant to its terms, or other agreement between Developer or any ofits affiliates and Franchisor
or its affiliate;

(3) Developer and its Principal as apph^
inaform salisfaetory to Franeluso^
affiliate and their respective past and present partners, the past and present officers, directors,
shareholders,partners, agents, representatives, independentcontractors, servants and employees of each
ofthem, in their corporate and individual capacities^
related to this Agreement and any other agreements hetween Developer and Franchisor, or under federal,
state or local laws, rules, and regulations or orders;
(4) The transferee shalldemonstratetoFranchisor's satisfaction that the transferee

meets thecriteriaconsideredhyFranchisorwhenreviewingaprospective developers applicationfor
development rights, including, hut not limited to. Franchisor's managerial and husiness experience
standards, that the transferee possesses good moral character, husiness reputation and credit rating; that
the transferee has the aptitude,financial resources and capital coinmitted for the operation ofthe hus
and the geographicproximity of other territories withrespect to which transferee hasheengranted
development rights or ofotherGFUBFlFATFS Studios operated hy transferee, ifany;
(5) The transferee shall signawritten assumption agreement, inaform prescribed hy

Franchisor, assuming full, unconditional, joint and several liahility from the date of the trans^
obligations, covenants and agreements ofDeveloper in this Agreement; and, if transferee isacorporation,
limited liability company orapartnership, trans^
as applicable, shall also execute such agreement;
(6) Developershallpayatransferfeeeciualto^^ ofthe Development Fee^lÔOO

per undeveloped territory to Franchisor at the time of transfers unless the Uânsfer is being made: ( i ) t o ^
inmêdiate family member ofDeveloper that Franchisor app
form ofanencumbranceof theassetsof any Franchised Business (orasubordinatingFranchisor's
security interest in such assets)asanecessary condition to obtain SBA or traditional bank financing;
(7) Developer acknowledges and agrees that each condition,which must be met by
the transferee, is reasonable and necessary; and
(8) Developer must pay any referralfees or commissions that may be due to any
franchise broker, sales agent or other third party upon the occurrence ofsuch assignment.
Franchisor's consent to a transfer of any interest in Developer described herein shall not
constituteawaiverofanyclaimsitmayhaveagainst the transferring party,nor shall it be deemeda
waiver ofFranchisor's right to demand exactcompliance with any of the terms of this Agreement by the
transferee.Upon an approved transfer under this Section, Developer will only be bound by,and liable in
connection with, its post^term obligations under this Agreement
DD A S S I G N ^ N T T O A C O ^ O R A T I O N O R L ^ T E D LIABILITY CO
(1) Notwithstanding the provisions of this Sectionlôf this Agreement, upon thirty
^0)days'prior written notice to Franchisorand without payment ofatransfer fee, Developer may assign
this Agreement toacorporation or limited liability company that conducts no business other than the
development and/oroperationofCFUBFfFATFS Studios. Developer shallbe the owner of all the
votingstockorinterestofthecorporationorlimitedliabilitycompany,orifDeveloperis more than one
individual, each individual shall have the same proportionate ownership interest in the corporation as he
had in Developer before the transfer. Developer and each of itsFrincipals, as applicable, may transfer,
sell or assign their respective interests in Developer, hy and amongst themselves with Franchisor's prior
written consent, which consent shall not be unreasonably withheld; but may be conditioned on
©3^2018 Cluh^l^Fra^h^LFC .
20432018 DevelopmÂêm^ 17
comphancewithSecfionlêx^
contro^mg interest in Developer
(2) Any person who is or beeomesasharehoider or member of Developer or has or

aeqnireshenefieial ownership of any shares of stoek equal to or greater than ten p e r e e n t ( 1 0 ^ o ^
interestinDeveloper must exeenteauagreementmsuhstantially the f^rm of the attached Gnara^
Assumption of Obligations undertaking to be bound jointly and severally to all provisions of this
Agreement. Developer must furnish Franchisor at anytime upon requestaeertified copy of the articles of
incorporationor articles of organization andalistînafbrm Franchisor requires,of all shareholders or
members of recordandallpersonshaving heneficial ownership of shares of stock, reflecting their
respective interests in Developer
^ RIGHT OFFIRSTREFUSAL
IfDeveloper receives and desires to accept any bona fide offer to transfer an ownership interest in
this Agreement fromathird party, then the Developer shall promptly notify Franchisor in writing and
send Franchisor an executed copy of the contract of transfer Franchisor shall have the right and option,
exercisable within thirty (30) days after actual receipt ofsuch notification or ofthe executed contract of
transfer which shall describe the terms of the offer, to send written notice to Developer that Franclnso
intends to purchase the Developer'sinterest on the same terms and conditions offered by the third party^
Closing on the purchase must occur within sixty(60) days from the date of notice by Franchisor to the
Developer of Franchisor's election to purchase If Franchisor elects not to accept the offer within the
thirty (30) day period, Developer shall haveaperiod not to exceed sixty(60) days to complete the transfer
subject to the conditionsfbr approval set forth in Section 16(C) of this Agreement. Any material change
in the terms of any offer before closing shall constituteanew offer subject to the same rights o
refusalbyFranchisorasinthecaseofaninitialoffer Failure of Franchisor to exercise the option
afforded by this Sectionllshall not constituteawaiver of any other provision of this Agreement ffthe
offer from a thirdparty provides for payment of consideration other thancash or involvescertain
intangible benefits, Franchisor may elect to purchase the interest proposed to be sold for the reasonable
cash equivalent, or any publicly-traded securities, including its own, or intangible benefits simile
being offered. If the parties cannot agree withinareasonahle time on the reasonable cash equivalent of
the noncash part o f t h e offer, then such amount shall be determined hy an independent appraiser
designated by Franchisor,and his determination shall be hinding
^ DEATH ORDISARILTFV
Dpon the death or permanent disability of Developer (or the managing shareholder, managing
memheror partner), theexecutor, administrator,conservator orother personalrepresentativeof that
person,ortheremainingshareholders^partnersormembers, must appointacompetent manager thatis
approved by Franchisor within ninety (90) days from the date ofdeath or permanent disability (the "90
Day Feriod"). Before the end of the 90 Day Feriod, the appointed manager must attend and successfully
complete Franchisor's training program and must either execute Franchisor's then current form of area
developmentagreement fbrthe unexpired termofthis Agreement, or furnishapersonal guaranty of any
partnership, corporate orlimited liability company Developer'sohhgations to Franchisor andFranchisor's
affiliates. f f t h e S t u d i o i s not being managed byaFranchisor approved manager during the 90Day
Feriod, Franchisor is authorized, but is not required,to immediately appointamanager to maintain the
operations of Developer's Studios for ahd on behalf of Developer until an approved assignee is ahle to
assume the managementandoperation of theStudio Franchisor's appointmentofamanager of the
Studio does not relieve Developer of his obligations, and Franchisor is not liable for any debts, losses,
costsorexpensesincurredin the operations ofthe Studio or toany creditorofDeveloperfbrany
products, materials, supplies or services purchased by the Studio during any period in which it i^
©30432018 CluhPil^Fra^^FFC
30432018 D ^ l ^ m ^ A ^ m ^ 18
by Franchi^sappom^d manage F^nchisor has the right to c h a ^
services and to cease to provide management service at any time. F r a ^
fortbmSectionlÊ)wiiinotappiytoatransfer under this Section i f tbe transferee
family member ofDeveloper tbat Franchisor approves
GD PUBLIC ORPRIVATEOFFERINGS
(1) Developeracknowledges that the written infbrmationnsedtoraiseor secure

funds can reflect upon Franchisor Developer agrees to submit any written information intended tobe
used for that purpose to Franchisor before its inclusion in any registration statement, prosp
offeringcircular or memorandum. Thisrequirement applies underthe fbllowingconditions: ( i ) i f
Developer attempts to raise or securefunds by the sale of securitiesinDeveloper or any affiliate of
Developer (includingcommon or preferred stock,bonds,debenturesorgeneralorlimitedpartnership
interest)and(ii) if any ofits owners attempt to raise or secure funds by the sale of securities in Developer
orany affiliate of Developer (includingcommonor preferred stock,bonds,debentures or generalor
lin^ted partnership interests)Developer(or any of its owners) agrees not to use the written materials
submitted to Franchisor or any other written materials to raise or secure funds unless and until Franchisor
approves of the language No information respecting Franchisor or its affiliate shall be included in any
securities disclosure document, unless that information has been furnished to Franchisor, in writing,
pursuant to the written request of the Developer. Fhe written request shall state the specific purpose for
which the information is to be used. Should Franchisor, in its sole discretion, object to any reference to
Franchisor or its affiliate or any oftheir businesses in the offering literature or prospectus, the lite
prospectus shallnotbeusedunlessanduntil the objectionsof Franchisor arewithdrawn. Franchisor
assumes no responsibility for the offering whatsoever Developermust pay Franchisorapublic offering
fee of Three Thousand Five Flundred Dollars (S3,500) for the costs to Franchisor to review the
information. The written consent ofFranehisor pursuant to this FaragraphGdoes not imply or constitute
the approval of Franchisor with respect to the method of financing, the offering literature submitted to
Franchisor or any other aspect ofthe offering.
(2) The prospectus or other literature utilized in any offering must contain the
following language in bold face type on the first textual page:
^ l ^ I T H E R CLUB PILATES
ANY OP ITS APPILIATE'S SUBSIDIARIES IS DIRECTLY OR INDIRECTLY
TIÊ ISSUER OE THE SECURITIES OEEEREDD NEITHER CLUB PILATES
FRANCHISEE LLC NOR ITS AFFILIATE NOR A N Y O E ITS AEEILIATES
S U B S I D I A I ^ S A S S U i ^ S ANY RESPONSIBILITY W I T H RESPECT TO THIS
OFFERING AND/OR THE ADEQUACY OR ACCURACY OF THE
INFORMATION SET FORTHE INCLUDING ANY STATEMENTS MADE W I T H
RESPECT TO ANY OF THEMD NEITHER CLUB PILATES FRANCHISEE LLC
NOR ITS AFFILIATE NOR ANY OF ITS AFFILIATE S SUBSIDIARIES
ENDORSES ORMAIÊS ANY RECOMMENDATIONWITHRESPECTTO THE
INVESTMENT CONTEMPLATED BYTHISOFFERINGB^
(3) Developer and each of its owners agrees to indemnify,defend and hold harmless
Franchisor and its affiliate, and their respective officers, directors, employees and agents, from a
claims, demands, liabilities, and all costs and expenses (including reasonable attorneys'fees)incurred by
Franchisor as the result of the offer or sale of securities. This Agreement applies to any and all claims,
demands, liabilities, and all costs and expenses (including reasonable attorneys' fees) asserted by a
purchaser of any security or byagovemmental agency Franchisor has the right (but not the obligation)
to defend any claims, demands or liabilities and/or to participate in the defense of any action to which
©30132018 C l ^ ^ l ^ ^ o ^ L F C
30432018 D ^ l o p m ^ A ^ e m ^ 1^
Franchisor o r i ^ a f f i h ^ e or any ^
party
HD NOTICE TO FRANCHISOR
Provided Ocvclopcr is not thenapuhhccompanyîf any person holding an interests

(otherthan Ocvcloperora Principal, whichpartiesshallhesnhjecttothcprovisionsset forth ahove)
transfers snchintcrcst, then Developer shaiipromptiynotifyFranchisorofsnchproposedtransfer in
writing and provide information as Franchise The transferee
may not he one ofFranchisor's competitors The transferee mnstexecnteaConfidentialityAgreement
and Ancillary Covenants Not to Compete in the form then required hy Franchisor, which form
suhstantially the same form attached hereto as FxhihitF Franchisor also reserves the right to designate
the transferee as one of the Principals. If Developer isapnhliccompany,this provision applies only to
transfers in interest hy Principals or to any person or entity controlling more than ten percent (10^) o^
Developer'svoting stock.
1^ AFFROVALS
A. Wherever this Agreement requires the prior approval or consent ofFranehisor,Developer

shall makeatimely written request to Franchisor for such approval or consent.
B Franchisor makes no warranties or guarantees upon whichDeveloper may rely and

assumes no liahility or obligation toDeveloper or to any third party to which it would not otherwise he
subject, hy providing any waiver, approval, advise, consent, or services to Developer in conneetion with
this Agreement, or by any reason Of neglect, delay or denial of any request therefor.
18 NONWAIVER
A. Nofailmê of Franchisor to exerciseany power reservedtoitby this Agreement,or to

insist upon strict compliance by Developer or Frincipals with any obligation or condition hereunder, and
no custom or practice of the parties at variance with the terms hereof, shall constituteawaiver or estoppel
ofFi^nchisor's right to demand exact compliance with any ofthe terms herein and Developer and the
Principals warrant and undertake that it shall not rely on such failure, custom or practice. Waiver by
Franchisor ofany particular default byDeveloper or any of theFrincipals shall not affect or impair
Franchisors rights with respect to any subsequent default ofthe same, similar or different nature, nor
shall delay, forbearance,oromissionof Franchisor to exerciseany poweror right arisingoutofany
breach or default hy its other developers or by Developer of any of the terms, provisions, or covenants
hereof, affectorimpairFranchisor's right to exercise the same, nor shall such constituteawaiver by
Franchisorof any right hereunder,or the rightto declare any subsequent breachordefault and to
terminate this Agreement prior to the expiration of its term Subsequent acceptance by Franchisor of any
payments due to it hereunder shall not be deemed to beawaiver by Franchisor of any preceding breach
by Developer ofany terms, covenants or conditions ofthis Agreement
B. All rights and remedies of the parties hereto shall be cumulative and not alternative, in
addition to and not exclusive of any other rights or remedies which are provided for herein or which may
be available at law or in equity in case of any hreach,f^lure or default or threatened breach, failure o
default of any term, provision or condition ofthis Agreement, the rights and remedies of tbepar^^
shall be continuing and shall not be exhausted by any one or more uses thereof, and may be exercised at
any time or from time to time as often as may be expedient; and any optionorelectionto enforce any
such right or remedy may be exercised or taken at any time and from time to time The expiration or
.early termination of this Agreement shall not dischargeor release Developer fromany liability or
^0432018 C ^ ^ l ^ P r a n e h ^ LLC
2013^8 DevelopmÂ^m^ 20
obhgafion then accrued, or any^^
or early termination ofthis Agreement
1^ DEVELOPER S RECORDS AND REPORTS
A Developer must keep accurate records concerning all transactions and written
conmûnications hetween Franchisor and Developer relating to the development and operation of Studios
inthe Development Area. Pranchisor'sdulyauthorized representative has the right, following reasonahie
notice, at all reasonahie hours of the day to examine all Developer's records with respect to the subject
matter of this Agreement, and has full and free access to records for that purpose and for the purpose of
making extracts All records must he kept available for at least three^yearsafterpreparation.
B. Developer must furnish toFranchisor monthly writtenreports regarding Developer's

progress on the development ofCFDBFlFAFFS Studios underthis Agreement.
2^ NOTICESANDPAVMENTS
All written notices and reports permitted or required to he delivered hy the provisions of this
Agreement or of the Manuals shall he deemed so delivered at the time delivered hy hand orhy e-mail
with receipt confirmed hy the receiving party or one (l)husiness day after sending hy overnight courier
with delivery confirmed and addressed to the party to he notified at its most current address ofwhich the
notifying party has heen notified The following addresses for the parties shall he used unless and untila
different address has heen designated hy written notice to the otherparty:
Notices to Franchisor:
Cluh Pilates Franchise, LLC

Attn: Shaun Orove
31^Pullman Street
With an additional copy to:
Fisher ûcker,FFC
Attn: Fane Fisher
21South21^Street
Fhiladelphia,FA191^
Notice to Developer:
ATTN:
2L COVERNINGEAW A
A This Agreement shall he governed hy and construed in accordance with the laws of the
State of Califbrnia,without reference to the state'sconflict of laws principles, except that any disputes or
actions involving any non^competitioncovenants set forth in anyFranchise Agreement, including the
©30132018 C ^ ^ ^ F r a n ^ ^ L F C
3O432018D^lopmÂ^m^ 21
mterpâfionandenfbrcement t ^ lawof the state where the Studio is
ioeated
2^ ARBIT^TIONANDOTHERDISPUTERESOLUTION PROVISION
A Developer must first hringauyeiaimordisputehetweeuDeveioperaudFrauehiso^

Fraoehisor^smar^gemeutaudmake
this iuteruai dispute resolution procedure hefore Developer may hriug Developer's d ^
party This agreement to first attempt resolution of disputes internally shall survive termination or
expiration ofthis Agreement
B At Franchisor's option, all claims or disputes hetween Developer and Franehisor(or its
affiliates)arising out of, or in any way relating to, this Agreement or any other agreementhy and hetween
Developerand Franchisor(oritsaffiliates),oranyoftheparties'respectiverightsandohligationsaris^
from such agreement,which are not first resolved throne the internal dispute resolution procedure sent
forth in Section 22(A) ahove, willhe submitted first to mediation to take place at Franchisor's then^
current headquarters under the auspices ofthe American Arbitration Association ("AAA"), in accordance
with AAA's Commercial Mediation Rules then in effect. Before commencing any legal action against
Franchisororits affiliates with respect to any such claim or dispute, Developer must submitanotice to
Franchisor, which specifies, in detail, the precise nature and grounds ofsuch claim or dispute. Franchisor
will haveaperiod of thirty (30) days following receipt of such notice within which to notify Developer as
to whether Franchisor or its affiliates elects to exercise its option to submit suchclaim or dispute to
mediation Developer may not commence any action against Franchisor or its affiliates with respect to
any such claim or dispute in any court unless Franchisor fails to exercise its option to submit such claim
or dispute to mediation, or such mediation proceedings have heen terminated either: (i) as the result o f a
written declaration of the mediator(s)thatfi^rtber mediation efforts are not worthwhile; o^
o f a writtendeclarationbyFranchisor Franchisor's rights tomediation, as set forth herein,may be
specifically enforced byFranchisor. Fach party will bear its own cost of mediation and Franchisor and
Developer will share mediator fees equally This agreement to mediate will survive any termination or
expiration of this Agreement.The parties will not he required to first attempt to mediateacontroversy,
dispute,orclaimthroughmediationasset forth in this Section 22(B) i f such controversy,dispute, or
claim concerns an allegation thataparty has violated(or threatens to violate, or poses an imminent risk of
violating): (i) any fedemlly protected intellectual property rights in the Proprietary M ^
in any confidential inforination;(ii) any of therestrictive covenants contained in tbis Agreement;^
any of Developer'spayment obligations under this Agreement.
C Developer and Franchisor believe that it is important to resolve any disputes amicably,
quickly,cost effectively andprofessionally, and to retumto business as soon as possible. Subject to
Sections 22(D) (F) of this Agreement, Developer and Franchisor have agreed that the provisions of this
Article22 support these mutualobjectives and, therefore, agree that a^ylitigation,claim,dispute,^^^
action, controversy,or proceeding of any type whatsoever including any claim for equitable relief and/or
where either party is actingas a "private attorney general," suingpursuant to astatutory claimor
otherwise, between or involving Developer and Franchisor on whatever theory and/or facts based, and
whether or not arising out ofthis Agreement, ("Claim") will be processed in the following manner:
a Developerand Franchisoreachexpressly waives all rights to any court proceeding,

except as expressly provided in Sections 22(B)and 22(C),below.
b All Claims shall he submitted to and resolved hy binding arbitration in Orange County,
California, before and in accordance with the arbitration rules of the American

ArbiâfionAssociafio^ judgment upontheawardrenderedby the a r h i ^ o r s h ^ be
enteredinany Court havingjurisdiefion thereof
e Frauehisor and Developer agree that any arhitratiou between Fraue^^

shallbeofDeveloperîndividualelaimand^
he arbitrated onaelass-wide basis.
d This arbitration provision shall he deemed to be selfexeeuting, and intheevent

party fails to appear at any properly noticed arhitrationproeeeding, an award may he
entered against sueh party notwithstanding said failure to appear.
e. In no event shall Eranebisor he liable to Developer for punitive damages in any action
arising out of or relating to this Agreement, or any breach, termination or cancellation
hereof
f Any arbitration proceeding conducted under this Section, including all demands, filings
and evidence submitted in connection therewith, must be kept strictly confidential, unless
Franchisor agrees otherwise in writing
D Developer acknowledges.and agrees that separable harm could be caused to Franchisor

by Developers violation of certain provisions of this Agreement and, as such,in addition to any other
relief available at law or equity, Franchisorshall heentitled to obtain in any court of competent
jurisdiction,without bond, restraining orders or temporary or permanent injunctions in order to e n ^
among other items, the provisions ofthis Agreement relating to: (i) Developer's use ofthe Proprietary
Marks andconfidential information; (ii) thein-termcovenant nottocompete, as well asany other
violations ofthe restrictive covenants set forth in thisAgreement; (iii) Developer's obligations on
termination or expiration ofthis Agreement; (iv) disputes and controversies based on or arising unde
Fanham Act, as now or hereafter amended; (v) disputes and controversies involving enforcement of the
Franchisors rights with respect to confidentiality under this Agreement; and (vi) to prohibit any act or
omission by Developer or its employees that constitutes a violation of applicable law, threatens
Franchisor's franchise system or threatens other franchisees of Franchisor. Developer's only remedy i f
such an injunction is entered willbe tbe dissolutionof the injunction,ifappropriate,andDeveloper
waives all damage claims ifthe injunction is wrongfully issued
F Franchisor's officers, directors, shareholders, agents and/or employees are express third
party beneficiaries of the provisions of this Agreement, including the dispute resolution provisions s
forth in Section 22 of this Agreement, each having authority to specifically enforce the right to mediate
claims asserted against such person(s) byDeveloper.
F. Asacondition precedent to conmiencing an action for damages or for violation or breach

of this Agreement, Developer must notify Franchisor within thirty (30) days after the occurren^
violation or breach, and failure to timely give such notice shall preclude any claim for damages.
G Developer shall not withhold all or any part of any payment to Franchisor or any of its
affiliatesonthegrounds of Franchisor's alleged nonperformance or as anoffset against any amount
Franchisor or any ofFranchisor's affiliates allegedly may owe Developer under this Agreement or any
related agreements.
H Developer further agrees that no cause of action arising outof or under this Agreement
maybemaintainedbyDeveloperagainstFranchisorunlessbroughtbefbre the expiration of one(l)year
after the act, transaction or occurrence upon which such action is based or the expiration of one year after
©20432018 C i u b P i l ^ P r a ^ ^ LLC
20^32018 D ^ o p m e ^ A ^ m ^ 23
the Developer becomes aware of facts ^
clahnagamst Franchisor hereunder,
period shall he harredasaclaim, counterclaim, defense, or setoff Developer herehy waives the right to
ohtain any remedy hased on alleged ftaud, misrepresentation, or deceit hy Franchisor, including, without
limitation, rescission ofthis Agreement, in any mediation, judicial, orother adjudicatory proceeding
arising hereunder, except uponaground expressly provided in this Agreement, or pursuant to any right
expressly granted hy any applicahle statute expressly regulating the sale of franchises, or any regulation
or rules promulgated thereunder.
F Developerherehywaivestothefullestextentpermittedhylaw,anyrightto or claim for

any punitive, exemplary, incidental, indirect, special or consequential damages (including, without
limitation, lost profits) against Franchisor arising out of any cause whatsoever (whether such cause he
hased in contract, negligence, strict liahility,other tort or otherwise) and agrees that in the event
dispute, that Developer'srecovery is limited to actual damages. If any other term of this Agreement is
found or determined to he unconscionable or unenforceable for any reason, the foregoing provisions sh
continue in full fbrceandeffect,including, without limitation,thewaiverofany right to claim any
consequential damages. Nothing in this Section or any other provision of this Agreement shall be
construed toprevent Franchisor fromclaimingand obtainingexpectation orconsequential damages,
including lost future royalties for the balance ofthe termofthis Agreement i f ^
Developer's default, which the parties agree and acknowledge Franchisor may claim under this
Agreement.
F THFFARTfFSHFREBYAGf^FTOWAFVF^
FROGFFDfNGORGOF^FRGFA
WHICH FARFY BRINGS SUIT THIS WAfVFR SHAFF AFFFY TG ANY MATTER
WHATSGFVFRBFTWEFNTHFFARTfFSHFRFTGWHfGHARlSFS GUT GF ORIS RELATED
IN A N Y W A Y T G THIS AGREEMENT GRTHEFERFGRMANGEGFEfTHERFARTY
^ THE PARTIES AGREE THAT ATE FRGGEEDINGS ARISING GUT GF GR

REFATEDTGTHISAGREEMENTWIEFBEGGNDUGTEDGNANINDIVIDUAF,NGTAGEASS
WIDE BASIS, AND THAT ANYFRGGEEDING BETWEEN DEVEFGFER, DEVEFGFER'S
GUARANTORS AND FRANGHISGRGR ITS AFFIFIATES/GFFIGERS/EMFFGYEES MAY NGT
BE GGNSGFIDATED WITH ANY OTHER FRGGEEDING BETWEEN FRANCHISOR A N D A N Y
OTHER THIRDFARTY
2^ ENGORGEMENT
AD SEYERABIEITYANDSUBSTITUTIONOEVAEIDEROYISIONS
(1) Except as expressly provided to the contrary inthis Agreement,each section,

paragraph,term and provision of this Agreement, is considered severable and i f , f b r any reason,any
portion of this Agreement is held to be invalid, contrary to, or in conflict with any applicable present or
futurelawor regulationinafinal,unappealable ruling issued by anycourt,agencyor tribunal with
competent jurisdiction inaproceeding to which Franchisor isaparty,that ruling shall not impair the
operation of, or have any other effect upon, otherportions ofthis Agreement as may remain otherwise
intelligible, which shall continue to be given full force and effect and bind the parties to
although any portion held to be invalid shall be deemed not to beapart ofthis Agreement from the date
the time for appeal expires, ifDeveloper isaparty,otherwise upon Developer'sreceiptofanotice of non^
enforcement from Franchisor.
©2Q432018 Club Pilates Franchise, LLC

20*32018 Development Agreement 24
(2) I f any apphcab^ and b i n d i n g s
prior notice oftheternnnafion^
otheraotionnot reqniredôr ifnnderany apphoahleand binding i a w o r m i e o f anyjnrisdictionâny
provision oftbis Agreement or any specification, standard or operating procedure
iuvafid or unenforceable, tbe prior notice and/or otber action required by iaw or rniesbaii be sn^^
f^r tbe comparable provisions, and Franchisor bas tberigbt, in its sole discretion, to modify tbe invab^
unenfi^rceable provision, specification, standard or operating procedure to tbe extent required to be valid
and enforceable. Developer agrees to be bound by any promise or covenant imposing tbe maximum duty
permitted by law wbicb is prescribed witbin tbe terms of any provision of tbis Agreement, as tbougbft
wereseparately articulatedinandmadeapart of tbis Agreement, tbat may result fiomstrilcing from any
of tbe provisions, or any specification, standard or operating procedure Franchisor prescribes, any portion
or portions whichacourt may hold to be unenforceable inafinal decision to which Franchisor isaparty,
or from reducing the scope of any promise or covenant to the extent required to comply with acourt
order. Modifications to this Agreement shallbe effective only inthat jurisdiction,unlessFranebisor
elects to give them greater applicability, and this Agreement shall he enforced as originally made and
entered into in all otber jurisdictions
^ EXCEPTIONS
Neither Franchisor nor Developer are liable for loss or damage or deemed to be in breach ofthis
Agreement i f its failure to perform its obligations
supply of labor, material or energy, or the voluntary foregoing of tbe right to acquire or use any of the
foregoing in order to acconmôdate or comply with the orders, requests, regulations, recommendations or
instructions of any federal, state or municipal government or any department or agency;^compliance
withany law,ruling, order, regulation, requirement or instruction ofany federal, state, or municipal
government or any department or agency;âcts of O o d ; ^ a c t s or omissions of tbe other party;^)
fires, strikes, embargoes,war or riot; o r ^ a n y other similar event or cause Any delay resulting from
any of these causes shall extend performance accordingly or excuse performance, in whole or in part, as
maybereasonable.
CD RIGHTSOEPARTIES ARE CUMULATIVE
The rights ofFranehisor and Developer under this Agreement are cumulative and no exercise or
enforcement by Franchisor or Developer ofany right or remedy precludes the exercise or enforcement by
Franchisor or Developer ofany other right or remedy which Franchisor or Developer is entitled by law to
enforce.
DD COSTS ANDATTORNEVSEEES
IfDeveloper is in breach or default ofany monetary or nonmonetary obligation underthis

Agreement or any related agreement between Developer and Franchisor and/or Franchisor's affiliates,
and Franchisor engages an attorney to enforce Franchisor's rights (whether or not formal judicial
proceedings are initiated), Developermust reimburse Franchisor for all costs/expenses incurred in
connection with enforcing its rights under this Agreement including all reasonable attorneys'fees, court
costs and arbitration expenses. IfDeveloper institutes any legal action to interpret or enforce the terms of
this Agreement, and Developer'sclaim in such action is denied or the action is dismissed, Franchisor is
entitled to recover Franchisor's reasonable attorneys'fees, and all other reasonable costs and expenses
incurred in defending against same, and to have such an amount awarded as part of the judgment in the
proceeding

20432018-Development Agreement 25
E VARIANCES
Developer acknowledges tbatFranc^

changes from the uniform standards of the System in Franchisor's absolute sole discretion, which
Franchisor deems desirable or necessary under particular circumstances Developer understands that he
has no right to object to or automatically ohtain such variances, and any exceptionor change must he
approved in advance from Franchisor in writing Developer understands existing Developers may operate
under dif^rent forms ofagreements and that the rights and obligations ofexisting Developers may differ
materially from this Agreement.
^ RINDINGEEEECT
This Agreement is binding upon the parties of this Agreement and their respective executors,
administrators,heirs,assignsand successorsin interest, andshall nothe modifiedexceptby written
agreement signed hyhoth Developer and Franchisor
GD CONSTRUCTION/INTEGRATION CLAUSE
This Agreement, all exhibits to this Agreement and all ancillary agreements executed
contemporaneously with this Agreement constitute the entire agreement between the parties with
reference to the subject matter of this Agreement and supersede any and all prior negotiations,
undertalrings, representations, and agreements Nothing in this Agreement or in any related agreement,
however, is intended to disclaim tbe representations Franchisor made in the FDD tbat Franchisor
furnished to Developer Developer acknowledges tbat Developer is entering into this Agreement, and all
ancillary agreements executed contemporaneously withthisAgreement,asaresult of Developer's own
independent investigation of theftanchisedbusiness and not asaresult of any representations about
Franchisor madeby Franchisor's shareholders,officers,directors,employees, agents,representatives,
independent contractors, attorneys, or Developers, which are contrary to the terms set forth in this
Agreement or of any franchise disclosure document, offering circular, prospectus, or other similar
document required or permitted to be given to Developerpursuant to applicable law.
Developer hereby acknowledges and further represents and warrants to Franchisor that:
1. Developerhasplacednorelianceonanyoralorwrittenstatement^, whether
referred to as representations, warranties, inducements, orotherwise, which are not contained inthis
Agreement or in the Franchise Disclosure Document;
2. Developer has entered into this Agreement after making an independent

investigation ofFranchisor'soperations and the System;
3 Franchisor has not made any guarantee or provided any assurance that the
husiness location will be successful or profitable regardless of whether Franchisor may have approved of
the franchise or site location;
4 Developer has (a) read this Agreement in its entirety and understands its
contents; (b) been given the opportunity to clari^ any provisions that Developer did not understand an^
(c)hadthe opportunity to consult withprofessionaladvisors regarding the operationandeffectof the
Agreement and the operation ofthe System;
©3^^8Gl^^l^Franoh^LFC
20*3^8 D e ^ l o p m ^ A ^ m ^ 26
5 Developer has, together with its advise
finaneial and husinessmattersto make an infbrtned decision wit^
Franchisorand
6. DeveioperhasreceivedacopyoftheFranchise Disclosure Document not later

than thefirstpersonalmeeting held to discuss the sale ofafranchise,or fourteen (14) calendar days
hefbre execution of this Agreement or fourteen (14) calendar days before any payment of any
consideration.
Fxcept as ntay have heen disclosed at ItemlôfFranchisoBs Franchise Disclosure Document,

Developer represents and warrants to Franchisor that no claims, representations, or warranties regar^^^
the earnings, sales, profits, success or failure ofthe franchised business have heen made to Developer and
no such claims, representations or warranties have induced Developer to enter into this Agreement.
Fxcept for those changes permitted to be made unilaterally by Franchisor,no amendment, change
or variance from this Agreement is hinding on either party unless mutually agreed to by the parties and
executed hy their authorized officers or agents in writing.
^ CAVEAT
A. The success ofthe business venture contemplated to be undertaken by this Agreement is

speculative and depends, toalarge extent, upon the ability of the Developer as an independent business
person, and the active participation of Developer in the daily affairs of the business as well as otber
factors. Franchisor does not make any representation or warranty, express or implied, as to the potential
success ofthe business venture contemplated hereby.
B. Developer acknowledges that it has entered into this Agreement affer making an
independent investigation ofFranchisor's operations and not upon any representation as to gross sales,
volume, potential earnings or profits which Developer in particular might be expected to realize, nor has
anyone made any other representation which is not expressly set forth in this Agreement, to induce the
Developer to accept this franchise and execute this Agreement.
C. Developer represents and acknowledges that he has receivedaeopy of this Agreement,

with all blanks filled in, ftom Franchisor at least seven (7) calendar days before the date of execution of
thisAgreement. Developer further represents that he understands the terms, conditions and obligations of
this Agreement and agrees to be bound
2^ MISCEEEANEOUS
A Fxcept as otherwise expressly provided, nothing in this Agreement is intended, nor shall
be deemed, to confer any rights or remedies upon any person or legal entity who is notaparty to this
Agreement.
B. The headings of the several sections and paragraphs are for convenience only and do not
define, limit or construe the contents of sections or paragraphs.
C The "Developer" as usedmthis Agreement is applicable to one ( l ) o r more persons,a

corporationorapartnershiporlimitedpartnershiporlimitedliabilitycompanyasthecasemaybe,and
the singular usageincludes the plural and the masculine and neuter usagesinclude the other andthe
feminine. Iftwo (2) or more persons are at any time Developer under this Agreement, their obligations
and liabilities to Franchisor shall hejoint and several. References to "Developer" and"Assignee" which

are applicable to an individual or individuals shall mean the owner or owners of the equity or operating
control of Developer or the Assignee, if Developer or the Assignee is a corporation, partnership, limited
partnership or limited liability company.
This Agreement shall be executed in multiple copies, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement under seal on the
date first written above.
FRANCHISOR: DEVELOPER:
By: IF AN INDIVIDUAL:
Print Name: By:
Title: Print Name:
Date: Date:
Spouse Signature:
Spouse Name:
Date:
IF A PARTNERSHIP, CORPORATION, OR
OTHER ENTITY:
By:
Print Name:
Title:
Date:
O30W20I8 Club Pilates Franchise, LLC

ATTACHMENT TO DEVELOPMENT AGREEMENT
GUARANTY AND ASSUMPTION OF OBLIGATIONS
THIS GUARANTY AND ASSUMPTION OF OBLIGATIONS is given this day of _

, 20 , by , (each a "Guarantor").
In consideration of, and as an inducement to, the execution of that certain Area Development
Agreement (the "Area Development Agreement") by and between Club Pilates Franchise, LLC (the
"Franchisor"), and ("Developer"), each of the undersigned (each, a "Guarantor")
hereby personally and unconditionally (a) guarantees to Franchisor, and its successor and assigns, for the
term of the Area Development Agreement and as provided in the Area Development Agreement, that
Developer shall punctually pay and perform each and every undertaking, agreement and covenant set
forth in the Area Development Agreement; and (b) agrees to be personally bound by, and personally
liable for the breach of, each and every obligation of Developer under the the Area Development
Agreement, both monetary obligations and non-monetary in nature, including without limitation, those
obligations related to: confidentiality and non-disclosure; indemnification; the Proprietary Marks; the in-
term and post-term covenants against competition, as well as all other restrictive covenants; and the
governing law, venue, attorneys' fees and other dispute resolution provisions set forth in the Area
Development Agreement (that shall also apply to this Guaranty and Assumption of Obligations).
Each Guarantor hereby waives: (1) acceptance and notice of acceptance by Franchisor of the
foregoing undertakings; (2) notice of demand for payment of any indebtedness or nonperformance of any
obligations guaranteed; (3) protest and notice of default to any party with respect to the indebtedness or
nonperformance of any obligations guaranteed; (4) any right Guarantor may have to require that an action
be brought against Developer or any other person as a condition of liability; and (5) the defense of the
statute of limitations in any action hereunder or for the collection of any indebtedness or the performance
ofany obligation hereby guaranteed.
Each Guarantor hereby consents and agrees that: (1) such Guarantor's undertaking shall be direct,
immediate and independent of the liability of, and shall be joint and several with, Developer and any
other Guarantors; (2) Guarantor shall render any payment or performance required under the Area
Development Agreement upon demand if Developer fails or refuses punctually to do so; (3) Guarantor's
liability shall not be contingent or conditioned upon pursuit by Franchisor of any remedies against
Developer or any other person; (4) Guarantor's liability shall not be diminished, relieved or otherwise
affected by any extension of time, credit or other indulgence which Franchisor may grant to Developer or
to any other person, including the acceptance of any partial payment or performance, or the compromise
or release of any claims, none of which shall in any way modify or amend this guaranty, which shall be
continuing and irrevocable during the term ofthe Area Development Agreement; (5) this undertaking will
continue unchanged by the occurrence of any bankruptcy with respect to Developer or any assignee or
successor of Developer or by any abandonment of the Area Development Agreement by a trustee of
Developer; (6) neither the Guarantor's obligations to make payment or render performance in accordance
with the terms of this undertaking nor any remedy for enforcement shall be impaired, modified, changed,
released or limited in any manner whatsoever by any impairment, modification, change, release or
limitation of the liability of Developer or its estate in bankruptcy or of any remedy for enforcement,
resulting from the operation of any present or future provision of the U.S. Bankruptcy Act or other statute,
or from the decision of any court or agency; (7) Franchisor may proceed against Guarantor and Developer
jointly and severally, or Franchisor may, at its option, proceed against Guarantor, without having
commenced any action, or having obtained any judgment against Developer; and (8) Guarantor shall pay
all reasonable attorneys' fees and all costs and other expenses incurred in any collection or attempt to

20432018 Development Agreement - Exhibits
collect amounts due pursuant to this undertaking or any negotiations relative to the obligations hereby
guaranteed Or in enforcing this undertaking against Guarantor.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Guaranty on the
date stated on the first page hereof.
PERSONAL GUARANTORS
[Insert Name of Guarantor] [Insert Name of Spouse]
©30+72018 Club Pilates Franchise, LLC

EXHIBIT A TO THE AREA DEVELOPMENT AGREEMENT
DEVELOPMENT AREA
The development rights and obligations of Developer, , to timely
develop and open CLUB PILATES Studios shall be within the following described area:
DEVELOPER FRANCHISOR
By: By:
Shaun Grove, President
Name:
Title:

EXHIBIT B TO AREA DEVELOPMENT AGREEMENT
DEVELOPMENT SCHEDULE
Development Schedule
Developer, _, agrees to timely open CLUB PILATES Studios in

compliance with the following development schedule (the "Development Schedule"). Developer further
agrees that failure to timely open the Studios in compliance with the Development Schedule shall cause
the rights of exclusivity granted to Developer regarding the geographic area defined in Exhibit A to be
forfeited.
The Development Schedule is as follows:
Expiration of Development Number of New Unit Franchises that Number of Unit Franchises
Period Must be Opened and Commence that Must be Open and
Operations Within Development Operating by the Expiration of
Period the Development Period
2. Forfeiture of Rights of Exclusivity
Developer's failure to comply with the Development Schedule in any manner shall be grounds for
Franchisor to (a) terminate the Development Agreement to which this Development Schedule is attached
as an Exhibit, or (b) in lieu of such termination, tenninate any exclusive or other territorial rights that
Developer may have within the Development Area or otherwise under the Development Agreement.
APPROVED:
By: By:_
Name:
Title:

304-72018 Development Agreement - Exhibits
EXHIBIT C TO AREA DEVELOPMENT AGREEMENT
FRANCHISE AGREEMENT

EXHIBIT D TO AREA DEVELOPMENT AGREEMENT
STATEMENT OF OWNERSHIP INTERESTS AND PRINCIPALS
A. The following is a list of shareholders, partners, members or other investors in Developer,

including all investors who own or hold a direct or indirect interest in Developer, and a
description ofthe nature of their interest:
Name Percentage of Ownership/Nature of Interest
B. The following is a list of all of Principals described in and designated pursuant to this Area
Development Agreement, each of whom shall execute the Confidentiality Agreement and
Ancillary Covenants Not to Compete substantially in the form set forth in Exhibit E of this Area
Development Agreement:
By: By: )
Name:
Title:

E X H ^ T E T O A R E A D E V E L O P M E N T AGREEMENT
GONEIDENTIAEITY AGREEMENT AND

ANGIEEARY COVENANTS NGTTOGOMEETE
This Agreementis made and enured into this day of , 20 , hetween CLUB
ELATES FRANCHISE LLC, a Delaware hmited hahihty company f r a n c h i s o r s
("Developers and ("Covenantors
RECITALS
WHEREAS,Franchisor has obtained the right to deveiopanniqne system (the "Systems for t^^
development and operation of CLUB EiLATESStndiosnnder the name and marics CLUB RELATES
(^Stndiosând
WHEREAS, the Systeminclndes,hnt is not limited to, certain tradenames, servicemarks,

trademarks, logos, emblems and indicia of origin, inclnding, bnt not limited to, the marks CLUB
FILATES and other trade names, service marks, trademarks, logos, insignia, slogans, emblems, designs
and eonmêrcial symbols as Franchisor may develop in the future to identify for the public t^^
seîces and products marketed underthe marks and underthe System and representing the System'shigh
standards of quality, appearance, service and all information relating to the System and to the
development and operation of the Studio, including, without limitation, the operating manual.
Franchisor's training program, memhers and supplier lists, or other information or know-how disfi^
toaCLUBFlLATES Studio; all of whichFranchisor may change,improve and further develop and
which Franchisor uses in connectionwith the operafi^^
Informations; and
WHEREAS, the Froprietary Marks and Confidential fnfbrmation provide economic advantages to
Franchisorand arenot generally known to, and are not readily ascertainable by proper means by.
Franchisor's competitors who could obtain economic value from knowledge and use of the Confidenfi^^
information; and
WHEREAS, Franchisor has taken and intends to take all reasonable steps to maintain the
confidentialityandsecrecy ofthe Confidential Information; and
WHEREAS,Franchisor has granted Developer the limited right to developaCLUB FILATES

Studio using the System, theFroprietai^ Marks and the Confidential Information, purst^
Development Agreement entered into on ,20 ("Area Development
Agreement"), by and between Franchisor and Developer; and
WHEREAS, Franchisor and Developer have agreed in the Area Development Agreement on the
importance to Franchisor ahd to Developer and other licensed users ofthe System ofrestricting the use,
access and dissemination ofthe Confidential Information; and
WHEREAS, it isnecessary for certain employees, agents, independent contractors, officers,

directors and equity interest holders ofDeveloper, or any entity having an interest in Developer
("Covenantor") to have access to and to use some of all of the Confidential Information in the
managementandoperation ofDeveloper'sCLUB FILATES Studio using the System; and
WHEREAS, Developer has agreed to obtain from those covenantors written agreements
protecting the Confidential Information and the System against unfair competition; and
©2O432018Cl^Fil^F^h^LLC
2O432018 Development Agreemeot-Exh^s
WÊREA^Govenantor wishes to
Developerand
WHEREAS, Covenantor wishes and needs to receive and use the Confidentially
course ofhisentployment or association in order to effectively perform the services for Develop
WHEREAS Covenantoracknowledges that receipt of and theright touse the Confidential

Information constitutes independent valuable consideration for the representations, promises and
covenants made hy Covenantor.
NGW,THEf^FORE,inconsiderationofthemutualcovenantandohligationscontainedinthis
Agreement, the parties agree as follows:
ConfidentialityAgreement
1. Franchisor and/or Developer shall disclose to Covenantor some or all ofthe Confidential
Information relating to theSystem All information and materials, including, withoutlimitation, manuals,
drawings, specifications, techniquesandcompilationsofdata which Franchisor providestoDeveloper
and/or Covenantor are deemed Confidential information for the purposes ofthis Agreement
2. Covenantor shallreceivetheConfidentialfnfbrmation inconfidenceandmust,atall

times, maintain them in confidence, and use them only in the course of his employment or association
withaDeveloper and then only in connection with the development and/or operation byDeveloper o f a
CFDBF1FATFS Studio for so long as Developer is licensed by Franchisorto use the System.
3. Covenantor shall not at any time make copies of any documents or compilations
containing some or all ofthe Confidential information w i ^
4 Covenantor shall not at any time disclose or permit the disclosure of the Confidential
Information except to otber employees of Developer and only to the limited extent necessary to train or
assistotheremployeesofDeveloper in thedevelopmentoroperationofaCFUBFfFATFS Studio.
5 Covenantor must surrender any material containing some o r a l l o f t h e Confidential

Information to Developer or Franchisor, upon request, or upon termination ofemployment by Developer,
or upon conclusion o f t h e use for which the information or material may have been furnished to
Covenantor.
6 Covenantor shall not at any time, directly or indirectly, do any act tbat would or would
likely be injurious or prejudicial to the goodwill associated with the Confidential fnfbr^^
System.
7. Franchisor loans all manuals to Developer for limited purposes only and they remain the
property of Franchisor andmaynotbereproduced,inwhole or inpart,withoutFranchisor's written
consent
Covenants Not to Compete
1 in order to protect the goodwill and unique qualities ofthe System and the confidentiality
and value of the Confidential Information during the term of this Agreement, and in consideration f b r ^
disclosure toCovenantoroftheConfidential fnformation,Covenantor further agrees andcovenants as
follows:
030W20I8 Club Pilates Franchise, LLC

3O432018 Development Agreement - Exhibits
a N o t t o d i v e ^ or aêmpt to divert ^
oppoûnity, or customer ofthe Studios to any competitor;
h. Not to employ, or seek to employ, any person who is at the time or was within
the preceding one hundred eighty (180) days employed
Franchisor, or otherwisedirectly or indirectly induce such person to leave that person's employment
except as may occur in connection with Developer's employment ofthat person ifpermitted under the
Area Development Agreement; and
c Fxcept withrespect toStudiosoperatedundera valid andexistingFranchise

AgreementhetweenDeveloper(orDeveloper'saffiliates) and Franchisor, own, maintain, operate, engage
in,or have any financial or heneficialinterest in (including any interest in corporations, partnersh^^
trusts, limited liahility companies, unincorporated associations or joint ventures), advi^^^
loans to, any Competing Business (as defined helow) orahusiness that is ofacharacter and concept
similartoaCFUBFlFATFS Studio. For purposes of this Agreement,a"Competing Business" is defined
as any husiness that (l)derives at least ten percent (10^) of its revenue from sales generated fiom the
provision ofany Filates instruction or other Approved Services and Approved Products that are offered at
aCFUBFlFATFSStudio,or (2) grants ftanchises or licenses to others to operate the type of husiness
described in suhpart(l)of this Section
2. In further consideration for the disclosure to Covenantor of the Confidential i n f b r m a t ^

and toprotecttheuniquenessofthe System,Covenantoragreesandcovenants that for two (2)years
following the earlierof the expiration,terminationor transfer of allDeveloper'sinteresti^
Development Agreement or the termination of his association with or employment hy Developer,
Covenantor will not without the prior written consent ofFranehisor:
a Divert or attempt to divert, directly or indirectly, any husiness, husiness

opportunity or customer ofthe Studios to any competitor;
h Fmploy,or seek to employ, any personwho is at the time or was withinthe

preceding one hundred eighty (180) days employed hy Franchisor, its affiliate orany franchisee of
franchisor,or otheîse directly or indirectly induce such persons to leave that person'semployment;a^^
c Fxcept with respect to Studios operated under Franchise Agreements hetween

Developerand its affiliates, and Franchisor or its affiliate or any of its subsidiaries, own, maintain,
operate, engage in, or have any financial or beneficial interest in (including any interest in corporations,
partnerships,trusts, limited liability companies, unincorporated associations or joint v e n ^
assistormake loans to, any Competing Business orabusiness that is ofacharacter and concept similar to
aCFUBFiFATFS Studio (i) within the Development Area granted to Developer; or (ii)withinaforty
(40) mile radius ofthe perimeterof the Development Areabeinggranted to Developer orany other
designated territory or development area licensed by Franchisor toaCFDBFfLATFS Studio as of the
date of expiration, termination or transfer of all Developer's interest in the Area Development Agreement
orthe termination of Covenantor'sassociation with or employment byDeveloper
Miscellaneous
F Developer shallmakeallcommercially reasonable efforts to ensure that Covenantor acts

as requiredby thisAgreement
2. Covenantor agrees that in the event ofahreach of this Agreement, Franchisor would be
irreparably injured and be without an adequate remedy at law. Therefore, in the event ofahreach, or
©304320^ C ^ ^ l ^ F r a n c h ^ L L C
20+32018 Development Agreement-Exh^s
êatened or tempted b r e ^
this Agreement and is entitled, in addition to any other remediesavailable t o i t at law or in equity,
ineiudingtheright to terminatethe Are^
iniunetionandadeeree for the speeifieperfbrmanee of the terms of this Agreeme
of showing actual or threatened harm and without hein^
3 Covenantor agrees to pay allexpenses(ineludingeourt costsand reasonahie attorneys'

feesîncunedhy Franchisor and Developerinenforcing this Agreement.
4. Any failure hy Franchisor to object to or take action with respect to any breach of this
Agreement by Covenantor shall not operate or be construed asawaiver of or consent to that breach or
any subsequent breach by Covenantor.
5 THIS AGRFFMFNF SHALF 8F COVFRNFD 8Y AND CONSTRUED AND

ENFORCED IN ACCOiÂNCFWlTHTHEFAW^
THE STUDIO IS LOCATED^ AND COVENANTOR HEREBY IRREVOCABLY SUBMITS
HIMSELF TO THE JURISDICTION OF THE STATE COURT CLOSEST TO FRANCHISOR'S
THEN CURRENT HEADQUARTERS OR, IF AFFROFRIATE, THE UNITED STATES DISTRICT
COURT FOR THE DISTRICT FOR [INSERT STATE WHERE THE STUDIO IS LOCATED^
COVENANTORHEREBYWAIVESALLÛESTIONSOFFERSONALIURISDICTION OR VENUE
FORTHE FURFOSEOFCARRYINOOUTTHIS PROVISION COVENANTORHEREBY AGREES
THAT SERVICE OF PROCESS M A Y B E MADE U F O N H I M I N ANY FROCEEDINO RELATING
TO OR ARISING UNDER THIS AGREEMENT OR THE RELATIONSHIP CREATED BY THIS
AGREEMENT B Y A N Y MEANS ALLOWED BY [INSERT STATE WHERE THE STUDIO IS
LOCATEDÔR FEDERAL LAWGOVENANTORFURTHERAGREES THAT VENUE FOR ANY
PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE ONE OF
THE COURTS DESCRIBED ABOVE IN THIS SECTION; PROVIDED, HOWEVER, WITH
RESPECT TO ANY ACTION WHICH INCLUDES INJUNCTIVE RELIEF OR OTHER
EXTIÔRDINARYRELIEF,FRANGHISOR MAY BRING SUCH ACTION IN ANY COURT IN
ANY STATE WHICHHAS1URISDIGTION
6. The parties acknowledge and agree that each of the covenants contained in this
Agreement are reasonable limitations as to time, geographical area, and scope ofactivity to be restrained
anddo not imposeagreaterrestraintthan is necessary to protect the goodwill or other husiness interests
ofFranehisor. The parties agree that each ofthe foregoing covenants shall be construed as independent of
any other covenant or provision ofthis Agreement. If all or any portion ofacovenantinthis Agreement
isheldunreasonableorunenforceahlebyacourtoragencyhavingvalidjurisdictioninanyunappealed
linaldecision to which Franchisor isapart,Covenantor expressly agrees tobeboundby any lesser
covenant subsumed within the terms of the covenant that imposes the maximum duty permitted bylaw as
if the resulting covenant were separately stated in and madeapart of this Agreement.
7 This Agreement contains the entire agreement of the parties regarding tbe subject matter
of this Agreement. ThisAgreementmaybe modified only hyaduly authorized writing executed byall
parties.
8 All notices and demands required to he given must be in writing and sent by personal
delivery, expedited delivery service, certified or registered mail, return receipt requested, first-class
postage prepaid, facsimile or electronic mail, (provided that the sender confirms the facsimile or
electronic mail,by sendinganoriginalconfirmationcopybycertifiedorregisteredmailor expedited
delivery service within three (3) husiness days after transmission), to the respective parties at the
©m?2018.aub.Pilaies Franchise, LLC

following addresses unless and until a different address has been designated by written notice to the other
parties.
If directed to Franchisor, the notice shall be addressed to

Attn: Shaun Grove
3185 Pullman Street
Costa Mesa, California 92626
If directed to Developer, the notice shall be addressed to:
Attention:
If directed to Covenantor, the notice shall be addressed to:
Attention:
Any notices sent by personal delivery shall be deemed given upon receipt. Any notices given by
facsimile or electronic mail shall be deemed given upon transmission, provided confirmation is made as
provided above. Any notice sent by expedited delivery service or registered or certified mail shall be
deemed given three (3) business days after the time of mailing. Any change in the foregoing addresses
shall be effected by giving fifteen (15) days written notice of such change to the other parties. Business
day for the purpose of this Agreement excludes Saturday, Sunday and the following national holidays:
New Year's Day, Martin Luther King Day, Presidents' Day, Memorial Day, Independence Day, Labor
Day, Columbus Day, Veterans Day, Thanksgiving and Christmas.
9. The rights and remedies of Franchisor under this Agreement are fully assignable and
transferable and inure to the benefit of its respective parent, successor and assigns. The respective
obligations of Developer and Covenantor hereunder may not be assigned by Developer or Covenantor
without the prior written consent ofFranehisor.
IN WITNESS WHEREOF, the undersigned have entered into this Agreement as witnessed by their
signatures below.
FRANCHISOR: DEVELOPER:
CLUB PILATES FRANCHISE, LLC (If Developer is a corporation)
Name of Corporation
By: By: _
Title: Title:

(If Developer is an individual owner.
COVENANTOR: Developer must sign below; i f a partnership,
all partners must sign
below)
Printed Name:
Developer
Developer
Developer
Developer
(IfDeveloper is a Limited Liability Company)
Name of Limited Liability Company
By: .
Title:

Exhibit K
RECEIPTS
©2017 Club Pilotos Franchise, LLC

2017 Franchi% Disclosure Document - Exhibits
ITEM 23
RECEIPT
This Disclosure Document summarizes provisions of the franchise agreement and other information in plain
language. Read this Disclosure Document and all agreements carefully.
If Club Pilates Franchise, LLC offers you a franchise, it must provide this Disclosure Document to you 14 calendar
days before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection
with the proposed franchise sale.
New York, Oklahoma and Rhode Island require that we give you this Disclosure Document at the earlier of the
first personal meeting or 10 business days before the execution of the franchise agreement, or other agreement,
or the payment of any consideration that relates to the franchise relationship.
Michigan, Oregon and Wisconsin require that we give you this Disclosure Document at least 10 business days
before the execution of any binding franchise agreement, or other agreement, or the payment of any
consideration, whichever comes first.
If Club Pilates Franchise, LLC does not deliver this Disclosure Document on time or if it contains a false or
misleading statement, or a material omission, a violation of federal and state law may have occurred and should
be reported to The Federal Trade Commission, Washington D.C. 20580 and the appropriate State Agency
identified on Exhibit B.
The franchisor is Club Pilates Franchise, LLC located at 3185 Pullman Street, Costa Mesa, CA 92626. The name,
principal business address, and telephone number of each Franchise Seller offering the Franchise are: Anthony
Geisler and Shaun Grove, 3185 Pullman Street, Costa Mesa, CA 92626, (949) 346-9794; Lance Freeman, St.
Gregory Development Group, LLC, 7720 Montgomery Rd., Suite 200, Cincinnati, OH 45236, (513) 264-6940.
Issuance Date: April 27, 2017, as omondod May 3, 2017.13, 2018. The effective date in each state is listed on the
State Cover Page. Club Pilates Franchise, LLC authorizes the agents listed in Exhibit B to receive service of process
for it.
I have received a Franchise Disclosure Document dated April 27, 2017, os amended May 3, 2017.13, 2018. This
Disclosure Document included the following Exhibits:
A. FRANCHISE AGREEMENT AND EXHIBITS
C. FINANCIAL STATEMENTS
D. STATEMENT OF PROSPECTIVE FRANCHISEE
E. TABLE OF CONTENTS OF THE OPERATIONS MANUAL
F. GENERAL RELEASE OF ALL CLAIMS
G. STATE-SPECIFIC ADDENDA
H. LIST OF CURRENT FRANCHISEES AND, IF APPROPRIATE. THEIR OUTLETS
I. r LIST OF FRANCHISEES WHO CEASED TO DO BUSINESS UNDERTHAT LEFT SYSTEM IN THE FRANCHISE AGREEMENT
PAST YEAR
J. nnrm MWLTkWM^DEVELOPMENT AGREEMENT
K. RECEIPTS
(Print Name) (Signature]
Date
Keep this copy for your rocords.
©2017 Club Pilates Franchise, LLC '

Please keep this copy and return signed, oriqinal receipt on following page to us.

ITEM 23
RECEIPT
This Disclosure Document summarizes provisions of the franchise agreement and other information in plain
language. Read this Disclosure Document and all agreements carefully.
If Club Pilates Franchise, LLC offers you a franchise, it must provide this Disclosure Document to you 14 calendar
days before you sign a binding agreement with, or make a payment to, the franchisor or an affiliate in connection
with the proposed franchise sale.
New York, Oklahoma and Rhode Island require that we give you this Disclosure Document at the earlier of the
first personal meeting or 10 business days before the execution of the franchise agreement, or other agreement,
or the payment ofany consideration that relates to the franchise relationship.
Michigan, Oregon and Wisconsin require that we give you this Disclosure Document at least 10 business days
before the execution of any binding franchise agreement, or other agreement, or the payment of any
consideration, whichever comes.fi rst.
If Club Pilates Franchise, LLC does not deliver this Disclosure Document on time or if it contains a false or
misleading statement, or a material omission, a violation of federal and state law may have occurred and should
be reported to The Federal Trade Commission, Washington D.C. 20580 and the appropriate State Agency
identified on Exhibit B.
The franchisor is Club Pilates Franchise, LLC located at 3185 Pullman Street, Costa Mesa, CA 92626. The name,
principal business address, and telephone number of each Franchise Seller offering the Franchise are: Anthony
Geisler and Shaun Grove, 3185 Pullman Street, Costa Mesa, CA 92626, (949) 346-9794; Lance Freeman, St.
Gregory Development Group, LLC, 7720 Montgomery Rd., Suite 200, Cincinnati, OH 45236, (513) 264-6940.
Issuance Date: April 277-13, 2018.2017, os amended Mav 3, 2017.- The effective date in each state is listed on
the State Cover Page. Club Pilates Franchise, LLC authorizes the agents listed in Exhibit B to receive service of
process for it.
I have received a Franchise Disclosure Document dated April 22^13, 2018.2017, os omondod Mov 3, 2017r This
Disclosure Document included the following Exhibits:
A. FRANCHISE.AGREEMENT AND EXHIBITS
C. FINANCIAL STATEMENTS
0. STATEMENT OF PROSPECTIVE FRANCHISEE
E. TABLE OF CONTENTS OF THE OPERATIONS MANUAL
F. GENERAL RELEASE OF ALL CLAIMS
G. STATE-SPECIFIC ADDENDA
H. LIST OF CURRENT FRANCHISEES AND. IF APPROPRIATE, THEIR OUTLETS
1. ' LIST OF FRANCHISEES WHO CEASED TO DO BUSINESS UNDERTHAT LEFT SYSTEM IN THE FRANCHISE AGREEMENT
PAST YEAR
j. .,„-,„:..,.; MULTI UNITEDEVELQPMENT AGREEMENT
K. RECEIPTS
(Print Name) (Signature)
Date
Please sign this copy of the receipt date your signature, and return this form to us as described in Item 23.
©2018 Glub Pilates Franchise. LLC

2018 Franchjse Disxlps,u,re,,po,cument.- Exhibits

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COMMERCE

LANE FISHER, ESQ.

IN THE MATTER OF THE REGISTRATION OF:

WHEREAS, an a p p l i c a t i o n t o amend t h e r e g i s t r a t i o n and

File No. 7774

APPLICATION FOR (Check only one):

INITIAL REGISTRATION OF AN OFFER AND SALE OF FRANCHISES

POST-EFFECTIVE MATERIAL AMENDMENT

1. Full legal name of Franchisor: Club Pilates Franchise, LLC

2. Name of the franchise offering: Club Pilates

3. Franchisor's principal business address:

3185 Pullman Street

Minnesota Department of Commerce

5. The states in which this application is or will be shortly on file:

California, Florida, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota,

Lane Fisher, Esq.

CLUB PILATES FRANCHISE. LLC

Name: Shaun Grove

Priya Vimalassery* 2. Uniform Franchise Registration Application;

\ +member PA. N] and WI bars 5. Certification Page;

7. Franchise Seller Disclosure Form(s);

9. One CD-ROM containing the complete franchise renewal application,

Very truly yours,

811 Church Road

Via UPS MAY 2 3 2018

+member PA, N] and WI bars

21S. 21st Street

811 Church Road

Buxton Mapping Software $500

CLUB PILATES FRA

Personally appeared beTteome this day of , 20 , the above-named, Shaun

State of California. County of vmjs&k ieonthr8_^/_day

X California: Commissioner of the _ Rhode Island: Director,

Lane Fisher, Esq.

Dated: A ^ Y l L Wfy ,20jj&

Notary: J^**' / A ^ ^ Franchisor:

Acknowledgement of Independent Auditors

Club Pilates Franchise, LLC,

Club Pilates Franchise, LLC

© 3 0 ^ 2 0 1 8 Club Pilates Franchise, LLC

1. THE FRANCHISE AGREEMENT AND DEVELOPMENT AGREEMENT CONTAIN A MANDATORY

Club Pilates Franchise, LLC

6r5JHERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

©20132018 Club Pilates Franchise, LLC

STATE EFFECTIVE DATE

CALIFORNIA May 5, 2017Pending Registration

HAWAII 'ending Registration

ILLINOIS May 5, 2017Pending Registration

INDIANA EffoctivoPending Registration

MARYLAND July 12, 2017Pending Registration

MINNESOTA May 31, 2017Pending Registration

NEW YORK May 24, 2017Pending Registration

NORTH DAKOTA May 18, 2017Pending Registration

RHODE ISLAND Pending Registration

SOUTH DAKOTA April 28, 2017Pendinfi Registration

VIRGINIA MayS, 2017Pending Registration

WASHINGTON July 3, 2017Pending Registration

WISCONSIN EffectivePending Registration

© 3 0 i ? 2 0 1 8 Club Pilates Franchise, LLC